UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Chanson International Holding
(Name of Issuer)
Class A ordinary shares, par value $0.001 per share
(Title of Class of Securities)
G2104U107
(CUSIP Number)
December 31, 2023
(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) |
| * | 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. G2104U107 | Page 2 of 7 |
| 1. | Names of Reporting Persons Danton Global Ltd
|
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0
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| 6. | Shared Voting Power 8,370,000*
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 8,370,000*
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,370,000*
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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| 11. | Percent of Class Represented by Amount in Row (9) 68.9%**
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| 12. | Type of Reporting Person FI
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| * | Represents 2,700,000 Class A ordinary shares, and 5,670,000 Class A ordinary shares issuable to Danton Global Ltd upon the conversion of 5,670,000 Class B ordinary shares, that were held by Danton Global Ltd as of December 31, 2023. The Class B ordinary shares are convertible into Class A ordinary shares at any time after issuance at the option of the holder on a one-to-one basis. |
| ** | Percentage of class is calculated based on 6,485,319 Class A ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 6,485,319 outstanding Class A ordinary shares plus the 5,670,000 Class B ordinary shares issuable to Danton Global Ltd upon the conversion of the Class B ordinary shares described above. |
| CUSIP No. G2104U107 | Page 3 of 7 |
| 1. | Names of Reporting Persons. Gang Li
|
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
|
| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization China
|
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0
|
| 6. | Shared Voting Power 8,370,000*
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 8,370,000*
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,370,000*
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9) 68.9%**
|
| 12. | Type of Reporting Person IN
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| * | Represents 2,700,000 Class A ordinary shares, and 5,670,000 Class A ordinary shares issuable to Gang Li upon the conversion of 5,670,000 Class B ordinary shares, that were indirectly held by Gang Li through Danton Global Ltd as of December 31, 2023. The Class B ordinary shares are convertible into Class A ordinary shares at any time after issuance at the option of the holder on a one-to-one basis. |
| ** | Percentage of class is calculated based on 6,485,319 Class A ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 6,485,319 outstanding Class A ordinary shares plus the 5,670,000 Class B ordinary shares issuable to Gang Li upon the conversion of the Class B ordinary shares described above. |
| CUSIP No. G2104U107 | Page 4 of 7 |
ITEM 1.
(a) Name of Issuer: Chanson International Holding
(b) Address of Issuer’s Principal Executive Offices: No. 26 Culture Road, Tianshan District, Urumqi, Xinjiang, China
ITEM 2.
2(a) Name of Person Filing:
Danton Global Ltd
Gang Li
The shares reported herein are directly held by Danton Global Ltd. Gang Li is the sole shareholder of Danton Global Ltd. Accordingly, Gang Li may be deemed to indirectly beneficially own the securities of the Issuer held by Danton Global Ltd.
2(b) Address of Principal Business Office, or if None, Residence:
Address of Danton Global Ltd: 188 E 76ST ST, PHA, NEW YORK NY 10021
Business address of Gang Li: 3rd Floor, J & C Building, Road Town, Tortola, VG1110 British Virgin Islands
2(c) Citizenship:
Danton Global Ltd: British Virgin Islands
Gang Li: China
2(d) Title of Class of Securities:
Class A ordinary shares, par value $0.001 per share
2(e) CUSIP Number:
G2104U107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
| CUSIP No. G2104U107 | Page 5 of 7 |
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE 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.
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.
| CUSIP No. G2104U107 | Page 6 of 7 |
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.
Date: February 12, 2024
| By: | /s/ Gang Li | |
| Name: | Gang Li | |
| Danton Global Ltd | ||
| By: | /s/ Gang Li | |
| Name: | Gang Li | |
| Title: | Sole Director | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
| CUSIP No. G2104U107 | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |