SEC Form SC 13D filed by Quhuo Limited

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

Quhuo Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

Class B Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

74841Q 209

(CUSIP Number)

Cloud Alliance Inc

8609 Westwood Center Drive, Suite 110

Tysons Corner, VA 22182

Attention: Zhifa Liu

+1 (631) 238 8888

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 4, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ _ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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).

(1) 1,400,000 American Depositary Shares ("ADSs") of Quhuo Limited ("Issuer") were acquired by Cloud Alliance Inc. and 1,125,000 ADSs were acquired by Zhifa Liu, respectively, on April 4, 2024. Zhifa Liu holds a 51% ownership stake in Cloud Alliance Inc., serves as its CEO, and is responsible for its management.

(2) Percentage calculated based on existing 97,261,417 Ordinary Shares of the Issuer as a single class (including 55,855,737 Class A Ordinary Shares and Class B Ordinary Shares of the Issuer outstanding as of December 31, 2023, as reported in the Issuer's Form 6-K for the six months ended December 31, 2023 filed with the U.S. Securities and Exchange Commission ("SEC") on April 3, 2024, and 41,405,680 Class A Ordinary Shares, represented by 4,140,568 ADSs as stated in a Prospectus Supplement No. 3 dated March 27, 2024 filed with the SEC on March 27, 2024.) According to such Prospectus Supplement No. 3, dated March 27, 2024, 2,140,568 ADSs were issued and sold by the Issuer on March 21, 2024 and additional 2,000,000 ADS were sold on March 27, 2024; each ADS represents ten (10) Class A Ordinary Shares of the Issuer. 

(1) 1,400,000 American Depositary Shares ("ADSs") of Quhuo Limited ("Issuer") were acquired by Cloud Alliance Inc. and 1,125,000 ADSs were acquired by Zhifa Liu, respectively, on April 4, 2024. Zhifa Liu holds a 51% ownership stake in Cloud Alliance Inc., serves as its CEO, and is responsible for its management.

(2) Percentage calculated based on existing 97,261,417 Ordinary Shares of the Issuer as a single class (including 55,855,737 Class A Ordinary Shares and Class B Ordinary Shares of the Issuer outstanding as of December 31, 2023, as reported in the Issuer's Form 6-K for the six months ended December 31, 2023 filed with the U.S. Securities and Exchange Commission ("SEC") on April 3, 2024, and 41,405,680 Class A Ordinary Shares, represented by 4,140,568 ADSs as stated in a Prospectus Supplement No. 3 dated March 27, 2024 filed with the SEC on March 27, 2024.) According to such Prospectus Supplement No. 3, dated March 27, 2024, 2,140,568 ADSs were issued and sold by the Issuer on March 21, 2024 and additional 2,000,000 ADS were sold on March 27, 2024; each ADS represents ten (10) Class A Ordinary Shares of the Issuer. 

The securities to which this Schedule 13D relates are the ordinary shares ("Ordinary Shares"), including both Class A Ordinary Shares and Class B Ordinary Shares, each with par value US$0.0001 per share, Quhuo Limited, a Cayman Islands company. The Issuer's principal executive office address is 3F, Building A, Xin'anmen, No. 1 South Bank Huihe South Street, Chaoyang District. Beijing, People's Republic of China
 
The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.

(a) This Schedule 13D is being filed jointly by: Cloud Alliance Inc, a company incorporated in the State of Virginia and Mr. Zhifa Liu, Chief Executive Officer and the sole director of Cloud Alliance Inc. (together, 'Reporting Persons'). In addition, Cloud Alliance Inc. has another executive officer and minority owner, Mr. Yang Li, who is the President of Cloud Alliance Inc.

(b) The address of the principal office of Cloud Alliance Inc. is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182.
The business address of Mr. Zhifa Liu is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182.
The business address of Mr. Yang Li is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182.

(c) Cloud Alliance Inc is engaged in cloud technologies and services, including, without limitation, designing and delivering cloud solutions, which encompass Cloud Infrastructure as a Service (IaaS), Platform as a Service (PaaS), Software as a Service (SaaS), and cybersecurity measures for cloud, through the integration of cloud technologies and artificial intelligence to facilitate enhancement of efficiency, security, and scalability.

Mr. Zhifa Liu is the Chief Executive Officer, sole director, and the majority owner of Cloud Alliance Inc.
Mr. Yang Li is the President and minority owner of Cloud Alliance Inc.

(d) During the last five years, none of the persons named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the persons named in this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Cloud Alliance, Inc. is a corporation incorporated under the laws of the State of Virginia. Mr. Zhifa Liu is a citizen of the United States. Mr. Yang Li is a citizen of the United States.
The Reporting Persons have executed a Joint Filing Agreement, dated April 8, 2024, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 1.

Funds for the purchase of the Ordinary Shares reported herein by Cloud Alliance Inc. were from its working capital.  Funds for the purchase of the Ordinary Shares reported herein by Mr. Zhifa Liu were from his personal funds. A total of approximately $1,480,000 was paid to acquire the Ordinary Shares reported herein.

The Reporting Persons acquired the securities described in Item 5 in the ordinary course of business for investment purposes because of their belief that the securities are undervalued and represent an attractive investment opportunity. The Reporting Persons may, from time to time, take such actions regarding their investment in the Issuer as they deem appropriate. These actions may include purchasing or selling securities of the Issuer depending upon an ongoing evaluation of the investment in these securities, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

Based on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a 'group' for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filling of this Schedule 13D shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group, and the existence of any such group is expressly disclaimed.

(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons. Percentage calculated based on existing 97,261,417 Ordinary Shares of the Issuer as a single class (including 55,855,737 Class A Ordinary Shares and Class B Ordinary Shares of the Issuer outstanding as of December 31, 2023, as reported in the Issuer's Form 6-K for the six months ended December 31, 2023 filed with the SEC on April 3, 2024, and 41,405,680 Class A Ordinary Shares, represented by 4,140,568 ADSs as stated in a Prospectus Supplement No. 3 dated March 27, 2024 filed with the SEC on March 27, 2024). According to such Prospectus Supplement No. 3, dated March 27, 2024, 2,140,568 ADSs were issued and sold by the Issuer on March 21, 2024 and additional 2,000,000 ADS were sold on March 27, 2024; each ADS represents ten (10) Class A Ordinary Shares of the Issuer.

(b) Cloud Alliance Inc:

(1) Sole Voting Power: 14,000,000 Class A Ordinary Shares, represented by 1,400,000 ADSs

(2) Shared Voting Power: 0

(3) Sole Dispositive Power: 14,000,000 Class A Ordinary Shares, represented by 1,400,000 ADSs

(4) Shared Dispositive Power: 0

 Zhifa Liu:

(1) Sole Voting Power: 11,250,000 Class A Ordinary Shares, represented by 1,125,000 ADSs

(2) Shared Voting Power: 0

(3) Sole Dispositive Power: 11,250,000 Class A Ordinary Shares, represented by 1,125,000 ADSs

(4) Shared Dispositive Power: 0

 Yang Li:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 0

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 0

(c) Except as described in this Schedule 13D, during the past 60 days none of the Reporting Persons or Covered Persons has affected any transactions in the Ordinary Shares.

(d) Not applicable.

(e) Not applicable.

Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.

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.