Amendment: SEC Form SCHEDULE 13G/A filed by Tungray Technologies Inc
$TRSG
Industrial Machinery/Components
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Tungray Technologies Inc (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
G9124M106 (CUSIP Number) |
09/30/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Pegasus Technologies Holding Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, U.S.
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
690,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 1 Represents 690,000 Class A ordinary shares of Tungray Technologies Inc (the "Issuer") held by Pegasus Technologies Holding Ltd. ("Pegasus Technologies"). Pegasus Technologies is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Pegasus Technologies is Wanjun Yao.
2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share when voting together with Class A ordinary shares as one class, 690,000 Class A ordinary shares held by Pegasus Technologies represent 0.67% voting power of all shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Pegasus Automation Global Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, U.S.
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
720,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 3 Represents 720,000 Class A ordinary shares of the Issuer held by Pegasus Automation Global Ltd. ("Pegasus Automation Global"). Pegasus Automation Global is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Pegasus Automation Global is Wanjun Yao.
2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 720,000 Class A ordinary shares held by Pegasus Automation Global represent 0.70% voting power of all shares of the Issuer when voting together as one class.
SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Enolios 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
VIRGIN ISLANDS, U.S.
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 4 Represents 2,250,000 Class A ordinary shares of the Issuer held by Enolios Ltd. ("Enolios"). Enolios is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Enolios is Wanjun Yao.
2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 2,250,000 Class A ordinary shares held by Enolios represent 2.18% voting power of all shares of the Issuer when voting together as one class.
SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Pegasus Automation Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,560,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
88.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 5 Represents 4,560,000 Class B ordinary shares of the Issuer held by Pegasus Automation Ltd. Each Class B ordinary share has 20 votes per share when voting together with Class A ordinary shares as one class. Pegasus Automation Ltd. is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Pegasus Automation Ltd. is Wanjun Yao.
2 See Item 4. Since each Class B ordinary share has 20 votes per share, 4,560,000 Class B ordinary shares represent 88.55% voting power of all shares of the Issuer when voting together as one class.
SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Aurora International Development Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
432,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
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| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 6 Represents 432,000 Class A ordinary shares held by Aurora International Development Ltd ("Aurora"). The holding company is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Aurora is Ms. Liling Du, the wife of the Chairman, CEO and director of the Issuer, Mr. Wanjun Yao. Ms. Du is deemed to share with her spouse, Mr. Yao, the power to dispose 432,000 Class A ordinary shares held by Aurora. Mr. Yao disclaims beneficial ownership for purposes of Section 13(d) of the Act or for any other purpose.
2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 432,000 Class A ordinary shares held by Aurora represent 0.42% voting power of all shares of the Issuer when voting together as one class.
SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Yao Wanjun | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,092,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
92.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 7 Represents 690,000 Class A ordinary shares held by Pegasus Technologies, 720,000 Class A ordinary shares held by Pegasus Automation Global, 2,250,000 Class A ordinary shares held by Enolios and 4,560,000 Class B ordinary shares held by Pegasus Automation Ltd. All four holding companies are limited liability companies incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over the four holding companies is Wanjun Yao. Each of the Issuer's Class B ordinary shares has 20 votes per share, and each of Issuer's Class A ordinary shares has 1 vote per share. As such, through Pegasus Technologies, Pegasus Automation Global, Enolios and Pegasus Automation Ltd., Mr. Wanjun Yao has 92.10% of the Issuer's total voting power.
8 Represent 432,000 Class A ordinary shares held by Aurora (which is owned by Ms. Liling Du, wife of Mr. Wanjun Yao), 690,000 Class A ordinary shares held by Pegasus Technologies, 720,000 Class A ordinary shares held by Pegasus Automation Global, 2,250,000 Class A ordinary shares held by Enolios and 4,560,000 Class B ordinary shares held by Pegasus Automation Ltd. As spouses, Ms. Du and Mr. Yao may be deemed to share the voting, dispositive or investment powers over the five holding companies. Each of the Issuer's Class B ordinary shares has 20 votes per share, and each of Issuer's Class A ordinary shares has 1 vote per share. As such, through the five holding companies, Mr. Wanjun Yao has 92.52% of the Issuer's total voting power.
2 See Item 4.
SCHEDULE 13G
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| CUSIP No. | G9124M106 |
| 1 | Names of Reporting Persons
Liling Du | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
432,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 9 Represents 432,000 Class A ordinary shares held by Aurora. The person having voting, dispositive or investment powers over Aurora is Ms. Liling Du, the wife of the Chairman, CEO and director of the Issuer, Mr. Wanjun Yao. Ms. Du is deemed to share with her spouse, Mr. Yao the power to dispose 432,000 Class A ordinary shares held by Aurora. Mr. Yao disclaims beneficial ownership for purposes of Section 13(d) of the Act or for any other purpose.
10 Represent 432,000 Class A ordinary shares held by Aurora, 690,000 Class A ordinary shares held by Pegasus Technologies, 720,000 Class A ordinary shares held by Pegasus Automation Global, 2,250,000 Class A ordinary shares held by Enolios and 4,560,000 Class B ordinary shares held by Pegasus Automation Ltd. All five holding companies are limited liability companies incorporated under the British Virgin Islands laws. As spouses, Ms. Du and Mr. Yao may be deemed to share the voting, dispositive or investment powers over the five holding companies. Each of the Issuer's Class B ordinary shares has 20 votes per share, and each of Issuer's Class A ordinary shares has 1 vote per share. As such, the shares held by the five holding companies have 92.52% of the Issuer's total voting power.
2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 432,000 Class A ordinary shares held by Aurora represent 0.42% voting power of all shares of the Issuer when voting together as one class.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Tungray Technologies Inc | |
| (b) | Address of issuer's principal executive offices:
#02-01, 31 MANDAI ESTATE, #02-01, 31 MANDAI ESTATE, SINGAPORE, SINGAPORE, 729933. | |
| Item 2. | ||
| (a) | Name of person filing:
Pegasus Technologies Holding Ltd.
Pegasus Automation Global Ltd.
Enolios Ltd.
Pegasus Automation Ltd.
Aruora International Development Ltd.
Wanjun Yao
Liling Du | |
| (b) | Address or principal business office or, if none, residence:
For Pegasus Technologies Holding Ltd., Pegasus Automation Global Ltd., Enolios Ltd., Pegasus Automation Ltd., Aruora International Development Ltd., Wanjun Yao and Liling Du:
#02-01, 31 Mandai Estate, Innovation Place Tower 4, Singapore 729933
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| (c) | Citizenship:
Pegasus Technologies Holding Ltd.: The British Virgin Islands
Pegasus Automation Global Ltd.: The British Virgin Islands
Enolios Ltd.: The British Virgin Islands
Pegasus Automation Ltd.: The British Virgin Islands
Aruora International Development Ltd: The British Virgin Islands
Wanjun Yao: The People?s Republic of China
Liling Du: The People?s Republic of China | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
G9124M106 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The total number of outstanding Class A ordinary shares used to calculate the percent of class is 11,793,485 Class A ordinary shares. The total number of outstanding Class B ordinary shares used to calculate the percent of class is 4,560,000 Class B ordinary shares. Each of the Issuer?s Class B ordinary shares has 20 votes per share, and each of the Issuer?s Class A ordinary shares has 1 vote per share. The Issuer?s Class A ordinary shares are not convertible into shares of any other class. Class B ordinary shares may be converted into Class A ordinary shares on a one-to-one basis at the option of such holder at any time. In addition, upon any sale, transfer, assignment or disposition to any person or entity who is not an affiliate, the Issuer?s Class B ordinary shares will be automatically and immediately convertible into Class A ordinary shares on a one-to-one basis. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
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| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
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| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| 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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