UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CooTek (Cayman)
Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001
per share
(Title of Class of Securities)
G2490L 109
(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) |
| 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).
CUSIP No. G2490L 109
| 1. | Name of Reporting Person Jialiang Wang | |
| 2. | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 167,037,115. See Item 4. |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 167,037,115. See Item 4. | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 167,037,115. See Item 4. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9 4.9% of Class A ordinary shares (or 4.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). See Item 4. |
| 12. | Type of Reporting Person IN |
CUSIP No. G2490L 109
| 1. |
Name of Reporting Person Jialiang’s Global Creativity Investment Inc. | |
| 2. | Check the Appropriate Box if a Member of a Group | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 167,037,115. See Item 4. |
| 6. | Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 167,037,115. See Item 4. | |
| 8. | Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 167,037,115. See Item 4. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9 4.9% of Class A ordinary shares (or 4.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). See Item 4. |
| 12. | Type of Reporting Person CO |
CUSIP No. G2490L 109
| 1. |
Name of Reporting Person MWRT Global Limited | |
| 2. | Check the Appropriate Box if a Member of a Group | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 167,037,115. See Item 4. |
| 6. | Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 167,037,115. See Item 4. | |
| 8. | Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 167,037,115. See Item 4. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9 4.9% of Class A ordinary shares (or 4.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). See Item 4. |
| 12. | Type of Reporting Person CO |
| Item 1(a). |
Name of Issuer: CooTek (Cayman) Inc. (the “Issuer”) |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: 9F, T2 Building, NO.16, Lane 399, Xinlong Road, Shanghai, 201101, People’s Republic of China. |
| Item 2(a). |
Name of Person Filing: Jialiang Wang, Jialiang’s Global Creativity Investment Inc. and MWRT Global Limited (collectively, the “Reporting Persons”) |
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: The address of the Principal Business Office is 9F, T2 Building, NO.16, Lane 399, Xinlong Road, Shanghai, 201101, People’s Republic of China. |
| Item 2(c). |
Citizenship: Jialiang Wang is a citizen of the People’s Republic of China. Jialiang’s Global Creativity Investment Inc. is a British Virgin Islands company. MWRT Global Limited is a British Virgin Islands company. |
| Item 2(d). |
Title of Class of Securities: ordinary shares, par value $0.00001 per share, of the Issuer
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| Item 2(e). |
CUSIP Number: G2490L 109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| Not applicable |
| Item 4. | Ownership |
| Reporting Person | Amount beneficially owned: | Percent of class: | Percent of aggregate voting power: | Sole
power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole
power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||
| Jialiang Wang | 167,037,115 | (1) | 4.9 | %(2) | 1.7 | %(3) | 167,037,115 | (1) | 0 | 167,037,115 | (1) | 0 | |||||||||
| Jialiang’s Global Creativity Investment Inc. | 167,037,115 | (1) | 4.9 | %(2) | 1.7 | %(3) | 167,037,115 | (1) | 0 | 167,037,115 | (1) | 0 | |||||||||
| MWRT Global Limited | 167,037,115 | (1) | 4.9 | %(2) | 1.7 | %(3) | 167,037,115 | (1) | 0 | 167,037,115 | (1) | 0 |
| (1) | Represents (i) 165,874,465 Class A ordinary shares and (ii) 1,162,650 Class A ordinary shares in the form of ADSs held by Jialiang’s Global Creativity Investment Inc., a British Virgin Islands company. Jialiang’s Global Creativity Investment Inc. is wholly owned by MWRT Global Limited, a British Virgin Islands company, which is ultimately owned by Ivy Trust, a trust established under the laws of Guernsey and managed by Cantrust (Far East) Limited as the trustee. Jialiang Wang is the settlor of this trust, and Mr. Wang and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Wang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by Jialiang’s Global Creativity Investment Inc. Mr. Wang is the sole director of Jialiang’s Global Creativity Investment Inc. |
| (2) | The beneficial ownership of Mr. Wang and Jialiang’s Global Creativity Investment Inc. and MWRT Global Limited represents 4.9% of total Class A ordinary shares (or 4.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) as of December 31, 2021. The percentage of class of securities beneficially owned by each Reporting Person is calculated based on 3,391,809,191 Class A ordinary shares and 246,224,465 Class B ordinary shares of the Issuer outstanding as of December 31, 2021, based on the information provided by the Issuer. |
| (3) | For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote. |
| Item 5. | Ownership of Five 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 five percent of the class of securities, check the following x.
| 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 Controlling 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.
Dated: January 21, 2022
| Jialiang Wang | |||
| /s/ Jialiang Wang | |||
| Jialiang’s Global Creativity Investment Inc. | |||
| By: | /s/ Jialiang Wang | ||
| Name: | Jialiang Wang | ||
| Title: | Director | ||
| MWRT Global Limited | |||
| By: | /s/ Jialiang Wang | ||
| Name: | Jialiang Wang | ||
| Title: | Authorized Signatory | ||