SEC Form SC 13G/A filed by Yalla Group Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

CUSIP No.

98459U 103

1

Names of Reporting Persons
Jianfeng Xu

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☐

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
10,336,326(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
10,336,326(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,336,326(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

11

Percent of Class Represented by Amount in Row (9)
7.6% of Class A ordinary shares(2)

12

Type of Reporting Person (See Instructions)
IN

1

Names of Reporting Persons
Windbell Holdings Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(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
7,366,326(3)

6

Shared Voting Power
0

7

Sole Dispositive Power
7,366,326(3)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,366,326(3)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

11

Percent of Class Represented by Amount in Row (9)
5.5% of Class A ordinary shares(4)

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
WindBell Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(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
7,366,326(5)

6

Shared Voting Power
0

7

Sole Dispositive Power
7,366,326(5)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,366,326(5)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

11

Percent of Class Represented by Amount in Row (9)
5.5% of Class A ordinary shares(6)

12

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer:
Yalla Group Limited

(b)

Address of Issuer’s Principal Executive Offices:
#234, Building 16

Dubai Internet City

Dubai

United Arab Emirates

Item 2.

(a)

Name of Person Filing:

(i) Jianfeng Xu;

(ii) Windbell Holdings Limited (“Windbell Holdings”), a limited liability company established in the British Virgin Islands; and

(iii) WindBell Limited (“WindBell”), a limited liability company established in the British Virgin Islands.

(b)

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

(i) The address of the principal business office of Jianfeng Xu is #234, Building 16, Dubai Internet City, Dubai, United Arab Emirates.

(ii) The registered address of Windbell Holdings is Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands.

(iii) The registered address of WindBell is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.

(c)

Citizenship:

(i) Jianfeng Xu – People’s Republic of China

(ii) Windbell Holdings – British Virgin Islands

(iii) WindBell – British Virgin Islands

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share

(e)

CUSIP No.:
98459U 103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

Reporting
Person(1)

Amount
beneficially
owned(1)

Percent of
class(2)

Sole power
to vote or
direct to
vote(1)

Shared
power to
vote or to
direct the
vote

Sole power
to
dispose or
to
direct the
disposition
of(1)

Shared
power
to dispose
or
to direct the
disposition
of

Jianfeng Xu

10,336,326

7.6

%

10,336,326

0

10,336,326

0

Windbell Holdings

7,366,326

5.5

%

7,366,326

0

7,366,326

0

WindBell

7,366,326

5.5

%

7,366,326

0

7,366,326

0

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

Jianfeng Xu

/s/ Jianfeng Xu

Name:

Jianfeng Xu

Windbell Holdings Limited

By:

/s/ Cassandra Fish-Myles and Conrad Proud

Name:

Cassandra Fish-Myles and Conrad Proud

on behalf of Equitas Limited & Probitas Limited

Title:

Director

WindBell Limited

By:

/s/ Jianfeng Xu

Name:

Jianfeng Xu

Title:

Director

Exhibit No.

Description

99.1

Joint Filing Agreement