| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Credo Technology Group Holding Ltd (Name of Issuer) |
Ordinary shares, par value $0.00005 per share (Title of Class of Securities) |
G25457105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G25457105 |
| 1 | Names of Reporting Persons Chi Fung Cheng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,571,413.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For items 5 and 7 above the number of ordinary shares reported are as beneficially owned as of December 31, 2024.
Items 5 and 7 above includes 12,500 restricted stock units that vest within 60 days of December 31, 2024.
Items 6 and 8 above consists of 8,508,602 ordinary shares held by the Cheng Huang Family Trust U/T/A DTD 12/22/2003 of which Chi Fung Cheng and his spouse, Yuhua Huang, are co-trustees and hold shared voting and dispositive power over the securities reported herein.
For item 11, this percentage is calculated based upon 168,213,898 of the Issuer's ordinary shares outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | G25457105 |
| 1 | Names of Reporting Persons Yuhua Huang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,508,602.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Items 6 and 8 consists of 8,508,602 ordinary shares held by the Cheng Huang Family Trust U/T/A DTD 12/22/2003 of which Yuhua Huang and her spouse, Chi Fung Cheng, are co-trustees and hold shared voting and dispositive power over the securities reported herein.
For item 11, this percentage is calculated based upon 168,213,898 of the Issuer's ordinary shares outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | G25457105 |
| 1 | Names of Reporting Persons Cheng Huang Family Trust U/T/A DTD 12/22/2003 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,508,602.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
For items 6 and 8, Chi Fung Cheng and Yuhua Huang are co-trustees of the Cheng Huang Family Trust U/T/A DTD 12/22/2003 and share voting and dispositive power of the securities reported herein.
For item 11, this percentage is calculated based upon 168,213,898 of the Issuer's ordinary shares outstanding as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Credo Technology Group Holding Ltd | |
| (b) | Address of issuer's principal executive
offices: C/O MAPLES CORPORATE SERVICES, LIMITED, PO BOX 309, UGLAND HOUSE, Grand Cayman, E9, KY1-1104 | |
| Item 2. | ||
| (a) | Name of person filing: Chi Fung Cheng, Yuhua Huang and the Cheng Huang Family Trust U/T/A DTD 12/22/2003 (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | |
| (b) | Address or principal business office or, if
none, residence: c/o Credo Technology Group Holding Ltd
110 Rio Robles
San Jose, California 95134 | |
| (c) | Citizenship: See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities: Ordinary shares, par value $0.00005 per share | |
| (e) | CUSIP No.: G25457105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See responses to Item 9 on each cover page. | |
| (b) | Percent of class: 5.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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. |
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Exhibit
Information |
https://www.sec.gov/Archives/edgar/data/1807794/000095010324002211/dp206693_ex9901.htm |