UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Missfresh Limited
(Name of Issuer)
Class B Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
60500F 105
(CUSIP Number)
December 31, 2021
(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).
(Continued on following pages)
CUSIP NO.: 60500F 105
| (1) |
NAME OF REPORTING PERSONS
GFC2 Ltd | |||||
| (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
43,923,520 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
43,923,520 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,923,520 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%* | |||||
| (12) | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculation is based on 86,383,174 Class A ordinary shares of Missfresh Limited (the “Issuer”) and 619,971,303 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to twenty votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. |
CUSIP NO.: 60500F 105
| (1) |
NAME OF REPORTING PERSONS
Genesis Capital I LP | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
45,429,820(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
45,429,820(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,429,820(1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%* | |||||
| (12) | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents (i) 1,506,300 Class B ordinary shares of the Issuer directly held by Genesis Capital I LP, and (ii) 43,923,520 Class B ordinary shares of the Issuer directly held by GFC2 Ltd, that may be deemed to be beneficially owned by Genesis Capital I LP, through its control over GFC2 Ltd. |
| * | Calculation is based on 86,383,174 Class A ordinary shares of the Issuer and 619,971,303 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to twenty votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. |
CUSIP NO.: 60500F 105
| (1) |
NAME OF REPORTING PERSONS
Genesis Capital Ltd | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
45,429,820(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
45,429,820(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,429,820(1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%* | |||||
| (12) | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents (i) 1,506,300 Class B ordinary shares of the Issuer directly held by Genesis Capital I LP, that may be deemed to be beneficially owned by Genesis Capital Ltd, as the general partner of Genesis Capital I LP, and (ii) 43,923,520 Class B ordinary shares of the Issuer directly held by GFC2 Ltd, which is controlled by Genesis Capital I LP, that may be deemed to be beneficially owned by Genesis Capital Ltd, as the general partner of Genesis Capital I LP. |
| * | Calculation is based on 86,383,174 Class A ordinary shares of the Issuer and 619,971,303 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to twenty votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. |
CUSIP NO.: 60500F 105
| (1) |
NAME OF REPORTING PERSONS
Yuan Capital Ltd | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
45,429,820 (1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
45,429,820 (1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,429,820 (1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%* | |||||
| (12) | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 45,429,820 Class B ordinary shares directly held by GFC2 Ltd and Genesis Capital I LP, that may be deemed to be beneficially owned by Yuan Capital Ltd, through its 100% equity interests of Genesis Capital Ltd. |
| * | Calculation is based on 86,383,174 Class A ordinary shares of the Issuer and 619,971,303 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to twenty votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. |
CUSIP NO.: 60500F 105
| (1) |
NAME OF REPORTING PERSONS
Zhijian Peng | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
China (Hong Kong) | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
45,429,820 (1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
45,429,820 (1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,429,820 (1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%* | |||||
| (12) | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents 45,429,820 Class B ordinary shares directly held by GFC2 Ltd and Genesis Capital I LP, that may be deemed to be beneficially owned by Zhijian Peng, as the sole shareholder of Yuan Capital Ltd. |
| * | Calculation is based on 86,383,174 Class A ordinary shares of the Issuer and 619,971,303 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to twenty votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. |
| Item 1(a). | Name of Issuer: |
Missfresh Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3/F, Block A, Vanke Times Center, No. 9 Wangjing Street, Chaoyang District, Beijing, People’s Republic of China
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is filed by and on behalf of:
| 1. | GFC2 Ltd, a British Virgin Islands limited liability company; |
| 2. | Genesis Capital I LP, a Cayman Islands exempted limited partnership; |
| 3. | Genesis Capital Ltd., a Cayman Islands limited liability company; |
| 4. | Yuan Capital Ltd., a Cayman Islands limited liability company; and |
| 5. | Zhijian Peng, a citizen of China (Hong Kong). |
Each party listed above is collectively being referred to herein as the “Genesis Capital Reporting Persons”.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For all Genesis Capital Reporting Persons:
c/o Rm 1503, 15/F, Nexxus Buildings, 41 Connaught Rd Central, Central, Hong Kong
| Item 2(c). | Citizenship or Place of Organization: |
See Item 2(a).
| Item 2(d). | Title of Class of Securities: |
Class B ordinary shares of the Issuer, par value US$0.0001 per share
| Item 2(e). | CUSIP Number: |
60500F 105
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not Applicable
| Item 4. | Ownership: |
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon a total of 706,354,477 ordinary shares outstanding of the Issuer, being the sum of (i) 86,383,174 Class A ordinary shares issued and outstanding as of December 31, 2021, and (ii) 619,971,303 Class B ordinary shares issued and outstanding as of December 31, 2021, assuming conversion of all Class A ordinary shares into Class B ordinary shares on a one-for-one basis.
| 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 or Control Person: |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group: |
The Genesis Capital Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Genesis Capital Reporting Persons to file jointly is attached hereto as Exhibit 99.1.
| 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.
Dated: February 10, 2022
| GFC2 Ltd | ||
| By: | /s/ Zhijian Peng | |
| Name: | Zhijian Peng | |
| Title: | Director | |
| Genesis Capital I LP | ||
| By: | /s/ Zhijian Peng | |
| Name: | Zhijian Peng | |
| Title: | Authorized Signatory | |
| Genesis Capital Ltd | ||
| By: | /s/ Zhijian Peng | |
| Name: | Zhijian Peng | |
| Title: | Director | |
| Yuan Capital Ltd | ||
| By: | /s/ Zhijian Peng | |
| Name: | Zhijian Peng | |
| Title: | Director | |
| Zhijian Peng | ||
| By: | /s/ Zhijian Peng | |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement | |