| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Smart Share Global Limited (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
83193E102 (CUSIP Number) |
06/18/2024 (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. | 83193E102 |
| 1 | Names of Reporting Persons China Ventures Fund I Pte. Ltd. | ||||||||
| 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 SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,877,631.00 | ||||||||
| 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) 6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Row (5), (7) and (9) represents 35,877,631 Class A ordinary shares held directly by China Ventures Fund I Pte. Ltd.. The registered address of China Ventures Fund I Pte. Ltd. is 9 Raffles Place, #27-00, Republic Plaza, Singapore 048619.
(2) Row (11) represents the percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 519,150,565 issued and outstanding Class A and Class B ordinary shares (being the sum of 445,176,595 Class A ordinary shares, with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2023, based on the Issuer's annual report on Form 20-F for the year ended December 31, 2023 filed on April 24, 2024.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons China Ventures Fund I, Limited Partnership | ||||||||
| 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 CANADA (FEDERAL LEVEL) | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,877,631.00 | ||||||||
| 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) 6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) Row (5), (7) and (9) represents 35,877,631 Class A ordinary shares held directly by China Ventures Fund I Pte. Ltd., a wholly owned subsidiary of China Ventures Fund I, Limited Partnership. The principal office address of China Ventures Fund I, Limited Partnership is 19F B Wing Kyobo Tower 465, Gangnam-daero Soecho-gu, Seoul, Republic of Korea.
(2) Row (11) represents the percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 519,150,565 issued and outstanding Class A and Class B ordinary shares (being the sum of 445,176,595 Class A ordinary shares, with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2023, based on the Issuer's annual report on Form 20-F for the year ended December 31, 2023 filed on April 24, 2024.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons SV GP I Ltd. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,877,631.00 | ||||||||
| 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) 6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Row (5), (7) and (9) represents 35,877,631 Class A ordinary shares held directly by China Ventures Fund I Pte. Ltd., a wholly owned subsidiary of China Ventures Fund I, Limited Partnership. The general partner of China Ventures Fund I, Limited Partnership is SV GP I Ltd., which may be deemed to have voting and investment power over the securities held by China Ventures Fund I Pte. Ltd.. SV GP I Ltd. is managed by a board of directors, consisting of multiple directors, who must act by majority and no single director has the voting or investment power over SV GP I Ltd.. The registered address of SV GP I Ltd. is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(2) Row (11) represents the percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 519,150,565 issued and outstanding Class A and Class B ordinary shares (being the sum of 445,176,595 Class A ordinary shares, with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2023, based on the Issuer's annual report on Form 20-F for the year ended December 31, 2023 filed on April 24, 2024.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons THE EDGEOF, PTE. LTD | ||||||||
| 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 SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
See Item 5.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons Taira Atsushi | ||||||||
| 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 JAPAN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
See Item 5.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons Belleisle Japan Inc. | ||||||||
| 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 JAPAN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
See Item 5.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons Son Taejang | ||||||||
| 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 KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
See Item 5.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons WAVEMAKER CO., LTD. | ||||||||
| 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 KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
See Item 5.
SCHEDULE 13G |
| CUSIP No. | 83193E102 |
| 1 | Names of Reporting Persons Lee Joonpyo | ||||||||
| 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 KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
See Item 5.
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: Smart Share Global Limited |
| (b) | Address of issuer's principal executive
offices: 6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, People's Republic of China |
| Item 2. | |
| (a) | Name of person filing: China Ventures Fund I Pte. Ltd.
China Ventures Fund I, Limited Partnership
SV GP I Ltd.
THE EDGEOF, PTE. LTD.
Taira Atsushi
Belleisle Japan Inc.
Son Taejang
WAVEMAKER CO., LTD.
Lee Joonpyo |
| (b) | Address or principal business office or, if
none, residence: China Ventures Fund I Pte. Ltd.
9 Raffles Place, #27-00, Republic Plaza, Singapore 048619
China Ventures Fund I, Limited Partnership
19F, B Wing, Kyobo Tower
465, Gangnam-daero
Seoul, Seocho-gu 06611
Republic of Korea
SV GP I Ltd.
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
THE EDGEOF, PTE. LTD.
1 George Street
One George Street Level 10
Singapore 049145
Taira Atsushi
1 George StreetOne George Street Level 10Singapore 049145
Belleisle Japan Inc
1-1 Kanda Awaji-cho, Chiyoda-ku, Tokyo, Japan
Son Taejang
1 George StreetOne George Street Level 10Singapore 049145
WAVEMAKER CO., LTD.
301-105, 270 Sinbanpo-ro, Seocho-gu, Republic of Korea
Lee Joonpyo
301-105, 270 Sinbanpo-ro, Seocho-gu, Republic of Korea |
| (c) | Citizenship: See response to Item 4 on cover page, which is incorporated by reference herein. |
| (d) | Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share |
| (e) | CUSIP No.: 83193E102 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: 35,877,631 (1) |
| (b) | Percent of class: 6.9%. The voting power of the shares beneficially owned represent 3.0% of the total outstanding voting power.
The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 519,150,565 issued and outstanding Class A and Class B ordinary shares (being the sum of 445,176,595 Class A ordinary shares, with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2023, based on the Issuer's annual report on Form 20-F for the year ended December 31, 2023 filed on April 24, 2024 % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: 35,877,631 | |
| (ii) Shared power to vote or to direct the
vote: 0 | |
| (iii) Sole power to dispose or to direct the
disposition of: 35,877,631 | |
| (iv) Shared power to dispose or to direct the
disposition of: 0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
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
|
| 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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Comments accompanying signature:
Explanatory note: this statement is being filed to report the fact that as of the date hereof, certain of the Reporting Persons, namely, THE EDGEOF, PTE. LTD., Taira Atsushim, Belleisle Japan Inc, Son Taejang, WAVEMAKER CO., LTD., and Lee Joonpyo, have ceased to be the beneficial owners of more than five percent of the class of securities due to internal reorganization. The beneficial ownership of each of China Ventures Fund I Pte. Ltd., China Ventures Fund I, Limited Partnership and SV GP I Ltd. remains unchanged as of the date hererof
Exhibit
Information |
https://www.sec.gov/Archives/edgar/data/1830456/000110465924011885/tm245475d1_ex99-1.htm |