SC 13G 1 ea193311-13gxia_iczoom.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

ICZOOM Group Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.16 per share

(Title of Class of Securities)

G4760B100

(CUSIP Number)

December 31, 2023

(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. G4760B100

(1)	Names of reporting persons
	Xuyan Development Limited

(2)	Check the appropriate box if a member of a group (see instructions)
	(a) o
	(b) o


(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
		1,719,500⁽¹⁾

	(6)	Shared voting power
		0

	(7)	Sole dispositive power
		1,719,500 ⁽¹⁾

	(8)	Shared dispositive power
		0

(9)	Aggregate amount beneficially owned by each reporting person
	1,719,500⁽¹⁾

(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)


(11)	Percent of class represented by amount in Row (9)
	20.8%⁽²⁾

(12)	Type of reporting person (see instructions)
	CO

(1)

Represents 1,719,500 Class B ordinary shares, par value $0.16 per share (the “Class B Ordinary Shares”) of ICZOOM Group Inc. (the “Issuer”) directly held by Xuyan Development Limited, a British Virgin Islands company (“Xuyan Development”), which is wholly owned by Mr. Lei Xia (“Mr. Xia”). Accordingly, Mr. Xia is deemed to have voting, dispositive or investment powers over Xuyan Development. Each Class A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Xuyan Development maintains the right to convert its Class B Ordinary Shares into Class A ordinary shares, par value $0.16 per share of the Issuer (the “Class A Ordinary Shares”) at any time, in its sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.

(2)

Based on an aggregate of 8,260,158 Class A Ordinary Shares, including (i) 6,540,658 Class A Ordinary Shares issued and outstanding as of the date hereof, and (ii) 1,719,500 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares.

CUSIP No. G4760B100

(1)	Names of reporting persons
	Lei Xia

(2)	Check the appropriate box if a member of a group (see instructions)
	(a) o
	(b) o


(3)	SEC use only


(4)	Citizenship or place of organization
	The United States of America

	Number of shares beneficially owned by each reporting person with:

	(5)	Sole voting power
		2,219,500⁽¹⁾

	(6)	Shared voting power
		0

	(7)	Sole dispositive power
		2,219,500⁽¹⁾

	(8)	Shared dispositive power
		0

(9)	Aggregate amount beneficially owned by each reporting person
	2,219,500⁽¹⁾

(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)


(11)	Percent of class represented by amount in Row (9)
	25.3%⁽²⁾

(12)	Type of reporting person (see instructions)
	IN

	(1)	Represents (i) 1,719,500 Class B Ordinary Shares held by Xuyan Development, (ii) 250,000 Class B Ordinary Shares directly held by Mr. Xia, and (iii) 250,000 Class A Ordinary Shares issuable upon exercise of options exercisable within 60 days as of the date hereto. Each Class A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Mr. Xia maintains the right to convert its Class B Ordinary Shares into Class A Ordinary Shares at any time, in his sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.
	(2)	Based on an aggregate of 8,760,158 Class A Ordinary Shares, including (i) 6,540,658 Class A Ordinary Shares issued and outstanding as of the date hereof, (ii) 1,969,500 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares, and (iii) 250,000 Class A Ordinary Shares issuable upon exercise of options exercisable within 60 days as of the date hereto.

ITEM 1(A) NAME OF ISSUER:

ICZOOM Group Inc.

ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road

Futian District, Shenzhen

Guangdong, China, 518000

ITEM 2 (A) NAME OF PERSON FILING:

(i)

Xuyan Development Limited

(ii)

Lei Xia

ITEM 2 (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

(i)

Xuyan Development Limited: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000

(ii)

Lei Xia: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000

ITEM 2 (C) CITIZENSHIP:

(i)

Xuyan Development Limited: a company incorporated in the British Virgin Islands

(ii)

Lei Xia: The United State of America

ITEM 2 (D) TITLE OF CLASS OF SECURITIES:

Class A Ordinary Shares, par value $0.16 per share

The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Class A Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to 1 vote and each Class B Ordinary Share will be entitled to 10 votes. The Class A Ordinary Share and Class B Ordinary Share are collectively known as ordinary shares. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one to one basis.

ITEM 2 (E) CUSIP NO.:

G4760B100

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);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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);

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4. OWNERSHIP

(a) Amount beneficially owned:

(i)

Xuyan Development Limited: 1,719,500 Class B Ordinary Shares directly held by Xuyan Development.

(ii)

Lei Xia: 2,219,500, including (1) 1,719,500 Class B Ordinary Shares held by Xuyan Development, (ii) 250,000 Class B Ordinary Shares directly held by Mr. Xia, and (3) 250,000 Class A Ordinary Shares issuable upon exercise of options exercisable within 60 days as of the date hereto.

(b) Percent of class:

(i)

Xuyan Development Limited: 20.8%

(ii)

Lei Xia: 25.3%

(c) Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

●

Xuyan Development Limited: 1,719,500

●

Lei Xia: 2,219,500

(ii)

Shared power to vote or to direct the vote

●

Xuyan Development Limited: 0

●

Lei Xia: 0

(iii)

Sole power to dispose or to direct the disposition of

●

Xuyan Development Limited: 1,719,500

●

Lei Xia: 2,219,500

(iv)

Shared power to dispose or to direct the disposition of

●

Xuyan Development Limited: 0

●

Lei Xia: 0

ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

ITEM 6. OWNERSHIP OF MORE THAN 5 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 OR CONTROL PERSON.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATIONS

Not applicable.

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: February 9, 2024

	Xuyan Development Limited

	Signature:	/s/ Lei Xia
	Name:	Lei Xia
	Title:	Sole Shareholder

	Signature:	/s/ Lei Xia
	Name:	Lei Xia

Exhibits

Exhibit No.		Title
1		Joint Filing Agreement, dated February 9, 2024

SEC Form SC 13G filed by ICZOOM Group Inc.