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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ZEEKR Intelligent Technology Holding Ltd (Name of Issuer) |
Ordinary Shares, par value $0.0002 per share (Title of Class of Securities) |
98923K103 (CUSIP Number) |
ZEEKR Intelligent Technology RM2301 BLDG1, DADAO WANGCHAO SHANGWU CTR, YINGFENG ST, XIAOSHAN DISTRICT, HANGZHOU ZHEJIANG PROVINCE, F4, 00000 86-400-003-6036 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (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 that 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 information required on 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).
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
Shufu Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,950,996,860.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Each of row 8, 10 and 11 represents (i) 1,668,996,860 Ordinary Shares of the Issuer directly held by Luckview Group Limited, a limited company incorporated in British Virgin Islands wholly owned by Geely Automobile Holdings Limited, a Cayman Islands incorporated company with limited liability and listed on the Stock Exchange of Hong Kong under stock code '0175,' over which Shufu Li exercises control power, (ii) 222,000,000 Ordinary Shares of the Issuer directly held by GHGK Innovation Limited, a British Virgin Islands company with limited liability wholly owned by Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd., a PRC-incorporated limited company in which Shufu Li owns 99.9% equity interest, and (iii) 60,000,000 Ordinary Shares directly held by GAGK Innovation Limited, a British Virgin Islands company with limited liability and wholly owned by Ningbo Jiqi Jichuang Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd. Shufu Li disclaims beneficial ownership to the Ordinary Shares held by Luckview Group Limited, GHGK Innovation Limited and GAGK Innovation Limited except to the extent of his pecuniary interest in such Ordinary Shares. The beneficial ownership of Shufu Li in the Issuer with respect to Geely Automobile Holdings Limited and Luckview Group Limited is separately reported with a Schedule 13D (as amended) with the Securities and Exchange Commission.
Row 13 represents the percentage that is calculated based on a total of 2,507,346,254 Ordinary Shares of the Issuer issued and outstanding as reported in the final prospectus of the Issuer dated May 9, 2024 (after giving effect to the full exercise of over-allotment option).
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
Zhejiang Geely Holding Group Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Following the completion of the Acquisition of ZEEKR Shares described in Item 3, Zhejiang Geely Holding Group Co., Ltd. ceased to beneficially own any Ordinary Shares of the Issuer. Therefore, the filing of this Amendment No. 1 (as defined below) constitutes an exit filing for Zhejiang Geely Holding Group Co., Ltd..
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
Hainan Geely Investment Holding Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Following the completion of the Acquisition of ZEEKR Shares described in Item 3, Hainan Geely Investment Holding Co., Ltd. ceased to beneficially own any Ordinary Shares of the Issuer. Therefore, the filing of this Amendment No. 1 (as defined below) constitutes an exit filing for Hainan Geely Investment Holding Co., Ltd..
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
Geely International (Hong Kong) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Following the completion of the Acquisition of ZEEKR Shares described in Item 3, Geely International (Hong Kong) Limited ceased to beneficially own any Ordinary Shares of the Issuer. Therefore, the filing of this Amendment No. 1 (as defined below) constitutes an exit filing for Geely International (Hong Kong) Limited.
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
Ningbo Jikong Enterprise Management Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
282,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Each of row 8, 10 and 11 represents (i) 222,000,000 Ordinary Shares of the Issuer directly held by GHGK Innovation Limited, a British Virgin Islands company with limited liability wholly owned by Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd., a PRC-incorporated limited company in which Shufu Li owns 99.9% equity interest, and (ii) 60,000,000 Ordinary Shares directly held by GAGK Innovation Limited, a British Virgin Islands company with limited liability and wholly owned by Ningbo Jiqi Jichuang Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd.
Row 13 represents the percentage that is calculated based on a total of 2,507,346,254 Ordinary Shares of the Issuer issued and outstanding as reported in the final prospectus of the Issuer dated May 9, 2024 (after giving effect to the full exercise of over-allotment option).
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
222,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Each of row 8, 10 and 11 represents 222,000,000 Ordinary Shares of the Issuer directly held by GHGK Innovation Limited, a British Virgin Islands company with limited liability wholly owned by Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd., a PRC-incorporated limited company in which Shufu Li owns 99.9% equity interest.
Row 13 represents the percentage that is calculated based on a total of 2,507,346,254 Ordinary Shares of the Issuer issued and outstanding as reported in the final prospectus of the Issuer dated May 9, 2024 (after giving effect to the full exercise of over-allotment option).
SCHEDULE 13D
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| CUSIP No. | 98923K103 |
| 1 |
Name of reporting person
GHGK Innovation Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
222,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13 represents the percentage that is calculated based on a total of 2,507,346,254 Ordinary Shares of the Issuer issued and outstanding as reported in the final prospectus of the Issuer dated May 9, 2024 (after giving effect to the full exercise of over-allotment option).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0002 per share | |
| (b) | Name of Issuer:
ZEEKR Intelligent Technology Holding Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
RM2301 BLDG1, DADAO WANGCHAO SHANGWU CTR, YINGFENG ST, XIAOSHAN DISTRICT, HANGZHOU, ZHEJIANG PROVINCE,
CHINA
, 00000. | |
Item 1 Comment:
This Amendment No. 1 to Statement on Schedule 13D (this "Amendment No. 1") amends and supplements the Statement on Schedule 13D initially filed with the U.S. Securities and Exchange Commission on November 21, 2024 (the "Statement") and is being filed by (i) Shufu Li, (ii) Zhejiang Geely Holding Group Co., Ltd., (iii) Hainan Geely Investment Holding Co., Ltd., (iv) Geely International (Hong Kong) Limited, (v) Ningbo Jikong Enterprise Management Co., Ltd., (vi) Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership), and (vii) GHGK Innovation Limited (collectively, the "Reporting Persons") in respect of the ordinary shares, par value $0.0002 per share (the "Ordinary Shares"), of the Issuer.
This Amendment No. 1 is being filed to reflect the effect of the Acquisition of ZEEKR Shares described in the Statement. Unless otherwise stated herein, the Statement remains in full force and effect. All capitalized terms used in this Amendment No. 1 but not defined herein shall have the meanings ascribed to them in the Statement. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows:
On November 14, 2024, a sale and purchase agreement was entered into between Geely International (Hong Kong) Limited and Luckview Group Limited (the "ZEEKR Sale and Purchase Agreement"), pursuant to which Geely International (Hong Kong) Limited agreed to sell and Luckview Group Limited agreed to purchase 300,000,000 Ordinary Shares for a consideration of US$806,100,000, or US$26.87 per ADS (reflecting the 15-day volume weighted average price per ADS on the New York Stock Exchange for the 15-trading day period ending on (and including) the last trading day immediately prior to the date of the ZEEKR Sale and Purchase Agreement) (such transaction, the "Acquisition of ZEEKR Shares"), subject to the terms and conditions set forth therein.
The Acquisition of ZEEKR Shares was completed on December 31, 2024.
The consideration of the Acquisition of ZEEKR Shares was funded by the internal cash reserve of Geely Auto and its affiliates. | ||
| Item 4. | Purpose of Transaction | |
The second paragraph of Item 4 is hereby amended and restated as follows:
The filing of this Amendment No. 1 constitutes an exit filing for Zhejiang Geely Holding Group Co., Ltd., Hainan Geely Investment Holding Co., Ltd. and Geely International (Hong Kong) Limited. On December 31, 2024, the date of completion of the Acquisition of ZEEKR Shares, Geely International (Hong Kong) Limited transferred 300,000,000 Ordinary Shares to Luckview Group Limited. Following the completion of the Acquisition of ZEEKR Shares, Luckview Group Limited holds, taking into account its existing beneficial ownership in the Issuer, 1,668,996,860 Ordinary Shares, representing approximately 66.6% of the issued and outstanding Ordinary Shares, calculated based on a total of 2,507,346,254 Ordinary Shares issued and outstanding as reported in the final prospectus of the Issuer dated May 9, 2024, after giving effect to the full exercise of over-allotment option (or 62.8% of the Issuer's share capital on a fully diluted basis when taking into account the 150,000,000 Ordinary Shares reserved for the Issuer's 2021 Share Incentive Plan). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person. | |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person. | |
| (c) | Except as disclosed in this Amendment No.1, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days. | |
| (d) | Except as disclosed in this Amendment No.1, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons. | |
| (e) | The Acquisition of ZEEKR Shares was completed on December 31, 2024, after Geely International (Hong Kong) Limited transferred 300,000,000 Ordinary Shares to Luckview Group Limited. Following the completion of the Acquisition of ZEEKR Shares, each of Geely International (Hong Kong) Limited, Hainan Geely Investment Holding Co., Ltd. and Zhejiang Geely Holding Group Co., Ltd. ceased to be the beneficial owner of 5% or more of the Issuer's Ordinary Shares. | |
| 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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