SC 13D 1 tm2424926d2_sc13d.htm SC 13D

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

(Title of Class of Securities)

74841Q 209**

(CUSIP Number)

Longx Tech Ltd

Craigmuir Chambers, Road Town

Tortola, VG 1110, British Virgin Islands

Attention: Tomomi Fukunaga

+852 2811-3620

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 8, 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), Sections 240.13d-1(f) or Sections 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.

**	This CUSIP applies to the American Depositary Shares (“ADSs”) of Issuer, each of which represents ten Class A ordinary shares of Issuer, par value 0.0001 per share (“Class A Ordinary Shares”). No CUSIP has been assigned to the Class A Ordinary Shares.

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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Longx Tech 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)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0

	8	SHARED VOTING POWER
		254,177,114 Class A Ordinary Shares

	9	SOLE DISPOSITIVE POWER
		0

	10	SHARED DISPOSITIVE POWER
		254,177,114 Class A Ordinary Shares ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	254,177,114 Class A Ordinary Shares ⁽¹⁾

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*        ¨
	(see instructions)


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Approximately 28.34% of total outstanding ordinary shares of Issuer (“Ordinary Shares” which comprise Class A Ordinary Shares and/or Class B ordinary shares, par value US$0.0001 per share (“Class B Ordinary Shares”), of Issuer), assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares ⁽²⁾

14	TYPE OF REPORTING PERSON* (see instructions)
	CO

(1)

Consists of 254,177,114 Class A Ordinary Shares held by Longx Tech Ltd, which were acquired by Longx Tech Ltd on August 8, 2024. Tomomi Fukunaga holds a 100% equity interest in Longx Tech Ltd, serves as its director, and is deemed to beneficially own the 254,177,114 Class A Ordinary Shares held by Longx Tech Ltd.

(2)

Percentage calculated based on existing 896,950,139 Ordinary Shares as a single class (including 890,653,509 Class A Ordinary Shares and 6,296,630 Class B Ordinary Shares outstanding as of September 6, 2024, as reported in Issuer’s Form F-3 filed with the U.S. Securities and Exchange Commission (“SEC”) on September 6, 2024).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tomomi Fukunaga

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)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0

	8	SHARED VOTING POWER
		254,177,114 Class A Ordinary Shares ⁽¹⁾

	9	SOLE DISPOSITIVE POWER


	10	SHARED DISPOSITIVE POWER
		254,177,114 Class A Ordinary Shares ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	254,177,114 Class A Ordinary Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*        ¨
	(see instructions)


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	28.34% of total outstanding Ordinary Shares, assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares ⁽²⁾

14	TYPE OF REPORTING PERSON* (see instructions)
	IN

(1)

Consists of 254,177,114 Class A Ordinary Shares held by Longx Tech Ltd, which were acquired by Longx Tech Ltd on August 8, 2024. Tomomi Fukunaga holds a 100% equity interest in Longx Tech Ltd and serves as its director, and is deemed to beneficially own the 254,177,114 Class A Ordinary Shares held by Longx Tech Ltd.

(2)	Percentage calculated based on existing 896,950,139 Ordinary Shares as a single class (including 890,653,509 Class A Ordinary Shares and 6,296,630 Class B Ordinary Shares outstanding as of September 6, 2024, as reported in Issuer’s Form F-3 filed with the SEC on September 6, 2024).

Item 1. Security and Issuer.

This Schedule 13D relates to the Class A Ordinary Shares. 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. Issuer’s ADSs representing Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol “QH.”

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.

Item 2. Identity and Background.

(a)

This Schedule 13D is being filed jointly by (1) Longx Tech Ltd, a company incorporated in BVI and (2) Tomomi Fukunaga, the beneficial owner of 100% equity interest and sole director of Longx Tech Ltd (together, the “Reporting Persons”).

(b)

The address of the principal office of Longx Tech Ltd is Craigmuir Chambers, Road Town, Tortola, VG 1110, BVI.

The business address of Tomomi Fukunaga is Room 501, Beauty Plaza, Keisei, Sakura Station Front, Hitogi-cho 981-1, Sakura, Japan.

(c)

Longx Tech Ltd is engaged in export trading business.

Tomomi Fukunaga is the beneficial owner of 100% equity interest in and the sole director of Longx Tech Ltd.

(d)

During the last five years, none of the Reporting 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 Reporting 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)

Longx Tech Ltd is a corporation incorporated under BVI laws. Tomomi Fukunaga is a citizen of Japan.

The Reporting Persons have executed a Joint Filing Agreement, dated October 15, 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.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons acquired the Class A Ordinary Shares reported herein in exchange for consideration under the Acquisition (defined below) in the amount of $8,920,600. The information set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

On July 1, 2024, Longx Tech Ltd entered into an equity acquisition agreement (the “Acquisition Agreement”) with Issuer, among other parties, pursuant to which Issuer acquired approximately 9.49% equity interest in Quhuo International Trade (HK) Limited from Longx Tech Ltd (the “Acquisition”), for a total consideration of US$8,920,600, which was paid by Issuer by issuing a senior convertible promissory note (the “Convertible Note”) to Longx Tech Ltd in the principal amount of US$8,920,600.

Subsequently, on August 8, 2024, Longx Tech Ltd elected to convert the principal under Convertible Note into Class A Ordinary Shares, at the fixed conversion price as contemplated in the Convertible Note, resulting in an issuance of a total of 254,177,114 Class A Ordinary Shares to Longx Tech Ltd on the same day.

The Reporting Persons acquired the securities because of the belief that the Class A Ordinary Shares represent an attractive investment opportunity. The Reporting Persons may, from time to time, take such actions regarding their investment in Issuer as they deem appropriate. These actions may include purchasing or selling securities of 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 Exchange Act. 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.

Item 5. Interest in Securities of the Issuer.

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Class A Ordinary Shares and percentages of the Class A Ordinary Shares beneficially owned by each of the Reporting Persons. Percentage calculated based on existing 896,950,139 Ordinary Shares as a single class (including 890,653,509 Class A Ordinary Shares and 6,296,630 Class B Ordinary Shares outstanding as of September 6, 2024, as reported in Issuer’s Form F-3 filed with the SEC on September 6, 2024).

(b)

Longx Tech Ltd:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 254,177,114 Class A Ordinary Shares

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 254,177,114 Class A Ordinary Shares

Tomomi Fukunaga:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 254,177,114 Class A Ordinary Shares

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 254,177,114 Class A Ordinary Shares

(c)

Except as described in this Schedule 13D, during the past 60 days, none of the Reporting Persons has effected any transactions in the Class A Ordinary Shares.

(d)

Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than the exhibits hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 hereof and between such Reporting Persons and any person with respect to any securities of 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.

Item 7. Material to be Filed as Exhibits.

Exhibit 1		Joint Filing Agreement, by and between the Reporting Persons.
Exhibit 2		Acquisition Agreement by and among Quhuo Limited, Quhuo International Trade (HK) Limited, Longx Tech Limited, Highland Vision Holding LTD and Genan Tech Limited dated July 1, 2024 (incorporated by reference to Exhibit 10.2 to the Form 6-K furnished by Issuer with the SEC on July 2, 2024).
Exhibit 3		Form of Senior Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to the Form 6-K furnished by Issuer with the SEC on July 2, 2024).

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.

	Longx Tech Ltd

	/s/ Tomomi Fukunaga
	Name

	Director
	Title

	October 15, 2024
	Date

	Tomomi Fukunaga

	/s/ Tomomi Fukunaga
	Name

	October 15, 2024
	Date

SEC Form SC 13D filed by Quhuo Limited