UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
YOSHITSU CO., LTD
(Name of Issuer)
American depositary shares, each representing one
ordinary share
(Title of Class of Securities)
98741L 101
(CUSIP Number)
October 22, 2024
(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. 98741L 101 | Page 2 of 7 |
| 1. | Names of Reporting Persons. Gold Synergy Limited |
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Hong Kong |
Number
of Beneficially Owned by Each |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,188,748* | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,188,748* |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,188,748* |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9) 5.2%** |
| 12. | Type of Reporting Person CO |
| * | Represents the number of ordinary shares of the issuer in the form of American depositary shares held by Gold Synergy Limited, a limited company incorporated in Hong Kong. The sole shareholder and director of Gold Synergy Limited is Shuang Guo. Accordingly, shares owned of record by Gold Synergy Limited are also being reported as beneficially owned by Shuang Guo. |
| ** | Percentage of class is calculated based on 42,220,206 ordinary shares of the issuer issued and outstanding as of August 22, 2024, as reported in the issuer’s Registration Statement on Form F-3 dated August 22, 2024. |
| CUSIP No. 98741L 101 | Page 3 of 7 |
| 1. | Names of Reporting Persons. Shuang Guo |
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization China |
Number
of Beneficially Owned by Each |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,188,748* | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,188,748* |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,188,748* |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent of Class Represented by Amount in Row (9) 5.2%** |
| 12. | Type of Reporting Person IN |
| * | Represents the number of ordinary shares of the issuer in the form of American depositary shares indirectly held by Shuang Guo through Gold Synergy Limited, of which Shuang Guo is the sole shareholder and director. Accordingly, shares owned of record by Gold Synergy Limited are also being reported as beneficially owned by Shuang Guo. |
| ** | Percentage of class is calculated based on 42,220,206 ordinary shares of the issuer issued and outstanding as of August 22, 2024, as reported in the issuer’s Registration Statement on Form F-3 dated August 22, 2024. |
| CUSIP No. 98741L 101 | Page 4 of 7 |
ITEM 1.
(a) Name of Issuer: Yoshitsu Co., Ltd
(b) Address of Issuer’s Principal Executive Offices: Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, 130-0022, Japan
ITEM 2.
(a) Name of Persons Filing:
Gold Synergy Limited
Shuang Guo
The securities reported herein are directly held by Gold Synergy Limited. Shuang Guo is the sole shareholder and director of Gold Synergy Limited. Accordingly, Shuang Guo may be deemed to indirectly beneficially own the securities of the issuer held by Gold Synergy Limited.
(b) Address of Principal Business Office, or if None, Residence:
Gold Synergy Limited: 6F Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong 999077.
Shuang Guo: No. 191, BaoZhang Street, Dao Wai District, Harbin City, Heilongjiang Province, China 150010.
(c) Citizenship:
Gold Synergy Limited: Hong Kong
Shuang Guo: China
(d) Title of Class of Securities: American depositary shares, each representing one ordinary share
(e) CUSIP Number: 98741L 101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
| CUSIP No. 98741L 101 | Page 5 of 7 |
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.
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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 98741L 101 | Page 6 of 7 |
SIGNATURES
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.
| October 29, 2024 | ||
| (Date) | ||
| Gold Synergy Limited | ||
| By: | /s/ Shuang Guo | |
| Name: | Shuang Guo | |
| Title: | Sole Shareholder and Director | |
Shuang Guo
| ||
| By: | /s/ Shuang Guo | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
| CUSIP No. 98741L 101 | Page 7 of 7 |
EXHIBIT INDEX
| Exhibit |
| A. Joint Filing Agreement |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares of Yoshitsu Co., Ltd, a stock company incorporated pursuant to the laws of Japan, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of October 29, 2024.
| Gold Synergy Limited | ||
| By: | /s/ Shuang Guo | |
| Name: | Shuang Guo | |
| Title: | Sole Shareholder and Director | |
Shuang Guo | ||
| By: | /s/ Shuang Guo | |