Amendment: SEC Form SC 13G/A filed by Tokyo Lifestyle Co. Ltd.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TOKYO LIFESTYLE CO., LTD.
(Name of Issuer)
American Depositary Shares, each representing one
Ordinary Share
(Title of Class of Securities)
98741L 101
(CUSIP Number)
September 30, 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) |
| * | 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. 98741L 101 | Page 2 of 9 |
| 1. |
Names of Reporting Persons. Mei Kanayama |
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization Japan |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 7,216,436* |
| 6. | Shared Voting Power 16,247,564* | |
| 7. | Sole Dispositive Power 7,216,436* | |
| 8. | Shared Dispositive Power 13,575,104* |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 23,464,000 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9) 55.6%** |
| 12. |
Type of Reporting Person IN |
| * | Represents (i) 7,216,436 ordinary shares held personally by Mr. Mei Kanayama, (ii) 13,575,104 ordinary shares held through Tokushin G. K., a limited liability company formed under the laws of Japan owned by Mr. Kanayama and his family, for which Mr. Kanayama is the managing member, and accordingly, Mr. Kanayama has voting and dispositive control, and (iii) 2,672,460 ordinary shares in the form of ADSs held by Grand Elec-Tech Limited. Grand Elec-Tech Limited has delegated to Mr. Kanayama all authority to exercise the voting rights in respect of its ordinary shares. |
| ** | The percentage is calculated based on 42,220,206 ordinary shares of the issuer, issued and outstanding as of September 30, 2024. |
| CUSIP No. 98741L 101 | Page 3 of 9 |
| 1. |
Names of Reporting Persons. Tokushin G. K. |
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization Japan |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 13,575,104 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 13,575,104 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,575,104 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9) 32.2%* |
| 12. |
Type of Reporting Person FI |
| * | The percentage is calculated based on 42,220,206 ordinary shares of the issuer, issued and outstanding as of September 30, 2024. |
| CUSIP No. 98741L 101 | Page 4 of 9 |
| 1. |
Names of Reporting Persons. Zhiyong Chen |
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization Hong Kong |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,672,460* | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,672,460* |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,672,460* |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9) 6.3%** |
| 12. |
Type of Reporting Person IN |
| * | Represents 2,672,460 ordinary shares in the form of ADSs held indirectly by Zhiyong Chen through Grand Elec-Tech Limited, which is 100% owned by Zhiyong Chen. |
| ** | The percentage is calculated based on 42,220,206 ordinary shares of the issuer, issued and outstanding as of September 30, 2024. |
| CUSIP No. 98741L 101 | Page 5 of 9 |
| 1. |
Names of Reporting Persons. Grand Elec-Tech Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,672,460* | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,672,460* |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,672,460* |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9) 6.3%** |
| 12. |
Type of Reporting Person FI |
| * | Represents 2,672,460 ordinary shares in the form of ADSs held directly by Grand Elec-Tech Limited, which is 100% owned by Zhiyong Chen. |
| ** | The percentage is calculated based on 42,220,206 ordinary shares of the issuer, issued and outstanding as of September 30, 2024. |
| CUSIP No. 98741L 101 | Page 6 of 9 |
ITEM 1.
(a) Name of Issuer:
Tokyo Lifestyle Co., Ltd.
(b) Address of Issuer’s Principal Executive Offices:
Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, 130-0022, Japan
ITEM 2.
(a) Name of Person Filing:
(i) Mei Kanayama
(ii) Tokushin G. K.
(iii) Zhiyong Chen
(iv) Grand Elec-Tech Limited
(b) Address of Principal Business Office, or if None, Residence:
(i) Mei Kanayama
Harumi 2-3-30-4810, Chuo-Ku, Tokyo, 1040053, Japan
(ii) Tokushin G. K.
6-10-3 Asumigaoka, Midori-ku, Chiba-shi, Chiba, Japan
(iii) Zhiyong Chen
Flat D26/F BLK 1 New Haven, 363 Sha Tsui Road
Tsuen Wan, Hong Kong
(iv) Grand Elec-Tech Limited
Wickhams Cay II, Road Town, Tortola, British Virgin Islands
(c) Citizenship:
(i) Mei Kanayama
Japan
(ii) Tokushin G. K.
Japan
(iii) Zhiyong Chen
Hong Kong
(iv) Grand Elec-Tech Limited
British Virgin Islands
(d) Title of Class of Securities:
American Depositary Shares, each representing one Ordinary Share
(e) CUSIP Number:
98741L 101
| CUSIP No. 98741L 101 | Page 7 of 9 |
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.
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.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
| CUSIP No. 98741L 101 | Page 8 of 9 |
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: November 12, 2024
| By: | /s/ Mei Kanayama | |
| Name: | Mei Kanayama |
| Tokushin G. K. | ||
| By: | /s/ Mei Kanayama | |
| Name: | Mei Kanayama | |
| Title: | Managing Member | |
| By: | /s/ Zhiyong Chen | |
| Name: | Zhiyong Chen | |
| Grand Elec-Tech Limited | ||
| By: | /s/ Zhiyong Chen | |
| Name: | Zhiyong Chen | |
| Title: | Director | |
| CUSIP No. 98741L 101 | Page 9 of 9 |
EXHIBIT INDEX
| Exhibit A. | Joint Filing Agreement | |
| Exhibit B. | Item 8 Statement |