Amended Statement of Beneficial Ownership (sc 13d/a)
July 21 2022 - 11:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
TDH HOLDINGS, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G87084110 (CUSIP Number)
Zou Ventures LLC
107 Iron Gate
Irvine, CA 92618
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 10, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
|
* |
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. G87084110
1. |
Names of Reporting Person: Zou
Ventures LLC
|
I.R.S. Identification Nos. of above persons (entities
only):
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) ☐
(b) ☐
|
3. |
SEC
Use Only: |
|
4. |
Source of Funds (See Instruction):
|
WC |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or (e): ☐ |
|
6. |
Citizenship or Place of Organization:
|
USA |
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With: |
7. |
Sole Voting Power:
160,000
|
8. |
Shared Voting Power:
None
|
9. |
Sole Dispositive Power:
160,000
|
10. |
Shared Dispositive Power:
None
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
160,000 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ☐ |
|
13. |
Percent of Class Represented by Amount in Row (11):
|
2.53% |
14. |
Type of Reporting Person (See Instructions):
|
OO |
EXPLANATORY NOTE
As a result of a recent sales of Common Shares (defined below), the
Reporting Person no longer beneficially own more than 5% of the
Common Shares. So, upon the filing of this amendment,
the Reporting Person will cease to be reporting persons with
regard to the Common Shares.
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D/A (this “Statement”) relates to the
common shares, par value $0.02 per share (the “Common Share”), of
TDH Holdings, Inc., a company organized under the laws of the
British Virgin Islands (the “Company”), whose principal office is
located at Room 1809, Financial Square, 197 Shuangzhu Road,
Huangdao District, Qingdao, Shandong Province, People’s Republic of
China.
ITEM 2. IDENTITY AND BACKGROUND
|
(a) |
Name
of Persons filing this Statement: |
Zou Ventures LLC
|
(b) |
Residence
or Business Address: |
Zou Ventures LLC
107 Iron Gate
Irvine, CA 92618
|
(c) |
Present
Principal Occupation and Employment: |
Zou Ventures LLC’s principal business is private equity.
|
(d) |
and
(e) Criminal Convictions and Civil
Proceedings: |
Zou Ventures LLC has not been: (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of
such proceeding, is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
|
(f) |
State
of Incorporation/Organization/Citizenship: |
Nevada
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
On January 12, 2022, Zou Ventures LLC sold 2.2 million Common
Shares at a weighted average price of $0.59 per share.
ITEM 4. PURPOSE OF TRANSACTION
On January 12, 2022, Zou Ventures LLC sold 2.2 million Common
Shares at a weighted average price of $0.59 per share.Zou Ventures
LLC originally acquired the Common Shares from the Company for
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
|
(a) |
Zou
Ventures LLC beneficially owns 160,000 Common Shares (3,200,000
Common shares before the 1-20 reverse stock split of the Company
effective on June 14, 2022), representing 2.53% of the outstanding
Common Shares of the Company (based upon 6,323,268Common Shares
outstanding as of the date of this filing). |
|
(b) |
Ms.
Yi Zou, the managing member of Zou Ventures LLC has the sole power
to vote or direct the vote and the sole power to dispose or direct
the disposition of the 5,400,000 common shares, before the 1-20
reverse stock split of the Company effective on June 14,
2022. |
|
(c) |
The
following table sets forth the transactions of commons shares that
were effected during the past six months by Zou Ventures
LLC. |
Trade
Date |
|
Number
of Shares Sold |
|
Price
Per Share |
January
12, 2022 |
|
2,200,000 |
|
0.59 |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Zou Ventures LLC and any
person with respect to any securities of the Company, including,
but not limited to, the transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, the
occurrence of which would give another person voting or investment
power over the securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: July
21, 2022 |
Zou
Ventures LLC |
|
|
|
/s/
Yi Zou |
|
By: |
Yi
Zou |
|
|
Managing
Member |
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