SC 13G 1 tm227284d1_sc13g.htm SC 13G

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

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

Smart Share Global Limited

(Name of Issuer)

Ordinary shares, par value of $0.0001 per share

(Title of Class of Securities)

83193E 102*

(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)

* CUSIP number 83193E 102 has been assigned to the American Depositary Shares (“ADSs”) of Smart Share Global Limited (the “Issuer”), which are quoted on the Nasdaq Global Select Market under the symbol “EM.” Each ADS represents two Class A ordinary shares of the Issuer. There is no CUSIP number assigned to the Class A ordinary shares.

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).

1	Name of Reporting Person Sky9 Capital Fund III GP Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 18,558,680⁽¹⁾
	6	Shared Voting Power 0
	7	Sole Dispositive Power 18,558,680⁽¹⁾
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 18,558,680 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by Amount in Row (9) 3.5%. The voting power of the shares beneficially owned represent 1.6% of the total outstanding voting power.⁽²⁾
12	Type of Reporting Person CO

(1) Represents 18,558,680 Class A ordinary shares held by Sky9 Capital Fund III, L.P., a Cayman Islands limited partnership. Sky9 Capital Fund III, L.P. is controlled by Sky9 Capital Fund III GP Ltd., its general partner. Mr. Ronald Cao is the director of Sky9 Capital Fund III GP Ltd.. The registered address of Sky9 Capital Fund III GP Ltd. is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

(2) The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 526,872,147 issued and outstanding ordinary shares (being the sum of 452,898,177 Class A ordinary shares, with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2021, based on publicly available information.

1	Name of Reporting Person Sky9 Capital Fund III, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 18,558,680⁽¹⁾
	6	Shared Voting Power 0
	7	Sole Dispositive Power 18,558,680 ⁽¹⁾
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 18,558,680 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by Amount in Row (9) 3.5%. The voting power of the shares beneficially owned represent 1.6% of the total outstanding voting power.⁽²⁾
12	Type of Reporting Person PN

(1) Represents 18,558,680 Class A ordinary shares held by Sky9 Capital Fund III, L.P., a Cayman Islands limited partnership. The registered address of Sky9 Capital Fund III, L.P. is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

1	Name of Reporting Person Sky9 Capital MVP Fund GP Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 8,541,190 ⁽¹⁾
	6	Shared Voting Power 0
	7	Sole Dispositive Power 8,541,190 ⁽¹⁾
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,541,190 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by Amount in Row (9) 1.6%. The voting power of the shares beneficially owned represent 0.7% of the total outstanding voting power.⁽²⁾
12	Type of Reporting Person CO

(1) Represents 8,541,190 Class A ordinary shares held by Sky9 Capital MVP Fund, L.P., a Cayman Islands limited partnership. Sky9 Capital MVP Fund, L.P. is controlled by Sky9 Capital MVP Fund GP Ltd., its general partner. Mr. Ronald Cao is the director of Sky9 Capital MVP Fund GP Ltd.. The registered address of Sky9 Capital MVP Fund GP Ltd. is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

1	Name of Reporting Person Sky9 Capital MVP Fund, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 8,541,190⁽¹⁾
	6	Shared Voting Power 0
	7	Sole Dispositive Power 8,541,190 ⁽¹⁾
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,541,190 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11	Percent of Class Represented by Amount in Row (9) 1.6%. The voting power of the shares beneficially owned represent 0.7% of the total outstanding voting power.⁽²⁾
12	Type of Reporting Person PN

(1) Represents 8,541,190 Class A ordinary shares held by Sky9 Capital MVP Fund, L.P., a Cayman Islands limited partnership. The registered address of Sky9 Capital MVP Fund, L.P. is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

1	Name of Reporting Person Ronald Cao
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship United States

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 27,099,870⁽¹⁾
	6	Shared Voting Power 0
	7	Sole Dispositive Power 27,099,870⁽¹⁾
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 27,099,870 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by Amount in Row (9) 5.1%. The voting power of the shares beneficially owned represent 2.3% of the total outstanding voting power.⁽²⁾
12	Type of Reporting Person IN

(1) Represents (i) 18,558,680 Class A ordinary shares held by Sky9 Capital Fund III, L.P., a Cayman Islands limited partnership, and (ii) 8,541,190 Class A ordinary shares held by Sky9 Capital MVP Fund, L.P., a Cayman Islands limited partnership. Sky9 Capital Fund III, L.P. is controlled by Sky9 Capital Fund III GP Ltd., its general partner. Mr. Ronald Cao is the director of Sky9 Capital Fund III GP Ltd.. Sky9 Capital MVP Fund, L.P. is controlled by Sky9 Capital MVP Fund GP Ltd., its general partner. Mr. Ronald Cao is the director of Sky9 Capital MVP Fund GP Ltd.. The business address of Mr. Ronald Cao is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

Item 1(a).

Name of Issuer:

Smart Share Global Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:

6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China

Item 2(a).

Name of Person Filing:

(i) Sky9 Capital Fund III GP Ltd.

(ii) Sky9 Capital Fund III, L.P.

(iii) Sky9 Capital MVP Fund GP Ltd.

(iv) Sky9 Capital MVP Fund, L.P.

(v) Ronald Cao

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

(i) Sky9 Capital Fund III GP Ltd.

Walkers Corporate Limited, 190 Elgin Avenue,

SEC Form SC 13G filed by Smart Share Global Limited

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