SEC Form SC 13G filed by YXT.COM GROUP HOLDING LIMITED

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

_____________________________________

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

_____________________________________

YXT.COM GROUP HOLDING LIMITED
(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)

988740106^**
(CUSIP Number)

September 30, 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)

x         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 disclosures provided in a prior cover page.

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 (“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).

** The CUSIP number relates to the Issuer’s American Depository Shares (“ADSs”), each representing three Class A ordinary shares of the Issuer.

(1) Based on 163,294,773 ordinary shares issued and outstanding immediately after the completion of the Issuer’s initial public offering, including (i) 6,819,000 Class A ordinary shares represented by ADSs and (ii) 156,475,773 Class A ordinary shares, as disclosed by the Issuer on its prospectus form, Form 424B4, filed on August 16, 2024 (the “Form 424B4”).

(1) Based on 163,294,773 ordinary shares issued and outstanding immediately after the completion of the Issuer’s initial public offering, including (i) 6,819,000 Class A ordinary shares represented by ADSs and (ii) 156,475,773 Class A ordinary shares, as disclosed by the Issuer on the Form 424B4, filed on August 16, 2024.

(1) Based on 163,294,773 ordinary shares issued and outstanding immediately after the completion of the Issuer’s initial public offering, including (i) 6,819,000 Class A ordinary shares represented by ADSs and (ii) 156,475,773 Class A ordinary shares, as disclosed by the Issuer on the Form 424B4, filed on August 16, 2024.

YXT.COM Group Holding Limited (the “Issuer”)

Room 501-502, No. 78 East Jinshan Road Huqiu District, Suzhou Jiangsu, 215011, People’s Republic of China

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

For each of Jump Shot Holdings Limited and Centurium Capital Partners 2018, L.P.:

PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

For Hui Li:

13/F, Two Pacific Place, 88 Queensway, Hong Kong

Jump Shot Holdings Limited - Cayman Islands

Centurium Capital Partners 2018, L.P. - Cayman Islands

Hui Li – Hong Kong

The class of equity securities of the Issuer to which this filing on Schedule 13G relates is Class A ordinary shares, par value US$0.0001, per share.

The CUSIP number of the Issuer’s American depositary shares is 988740106, each representing three Class A ordinary shares of the Issuer.

Not Applicable

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G.

The reported securities are directly held by Jump Shot Holdings Limited, a company incorporated in the Cayman Islands, which is a wholly owned subsidiary of Centurium Capital Partners 2018, L.P. The general partner of Centurium Capital Partners 2018, L.P. is Centurium Capital Partners 2018 GP Ltd., which is a wholly owned subsidiary of Centurium Holdings Ltd., which in turn is a wholly owned subsidiary of Centurium Holdings (BVI) Ltd. Hui Li is the sole shareholder of Centurium Holdings (BVI) Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of the foregoing may be deemed to beneficially own the Class A ordinary shares directly held by Jump Shot Holdings Limited, provided that the filing of this Statement shall not be deemed an admission that any of the foregoing or Jump Shot Holdings Limited is the beneficial owner of the reported securities for purposes of Sections 13(d) or 13(g) under the Exchange Act of 1934.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable

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: November 13, 2024

EXHIBIT LIST

Exhibit 99.1               Joint Filing Agreement