SEC Form SCHEDULE 13G filed by ICZOOM Group Inc.
$IZM
Consumer Electronics/Video Chains
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ICZOOM Group Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.16 per share (Title of Class of Securities) |
G4760B100 (CUSIP Number) |
12/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G4760B100 |
| 1 | Names of Reporting Persons
Xuyan Development Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,719,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 1,719,500 Class B ordinary shares, par value $0.16 per share (the "Class B Ordinary Shares") of ICZOOM Group Inc. (the "Issuer") directly held by Xuyan Development Limited, a British Virgin Islands company ("Xuyan Development"), which is wholly owned by Mr. Lei Xia ("Mr. Xia"). Accordingly, Mr. Xia is deemed to have voting, dispositive or investment powers over Xuyan Development. Each Class A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Xuyan Development maintains the right to convert its Class B Ordinary Shares into Class A ordinary shares, par value $0.16 per share of the Issuer (the "Class A Ordinary Shares") at any time, in its sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.
(2) Based on an aggregate of 12,018,110 Class A Ordinary Shares, including (i) 8,188,610 Class A Ordinary Shares issued and outstanding as of the date hereof, and (ii) 3,829,500 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares.
SCHEDULE 13G
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| CUSIP No. | G4760B100 |
| 1 | Names of Reporting Persons
Lei Xia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,219,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents (i) 1,719,500 Class B Ordinary Shares held by Xuyan Development, (ii) 250,000 Class B Ordinary Shares directly held by Mr. Xia, and (iii) 250,000 Class A Ordinary Shares issued upon exercise of options on September 5, 2024. Each Class A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Mr. Xia maintains the right to convert its Class B Ordinary Shares into Class A Ordinary Shares at any time, in his sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.
(2) Based on an aggregate of 12,018,110 Class A Ordinary Shares, including (i) 8,188,610 Class A Ordinary Shares issued and outstanding as of the date hereof, and (ii) 3,829,500 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ICZOOM Group Inc. | |
| (b) | Address of issuer's principal executive offices:
Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong, China, 518000 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Xuyan Development Limited
(ii) Lei Xia | |
| (b) | Address or principal business office or, if none, residence:
(i) Xuyan Development Limited: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000
(ii) Lei Xia: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000 | |
| (c) | Citizenship:
(i) Xuyan Development Limited: a company incorporated in the British Virgin Islands
(ii) Lei Xia: The United State of America | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.16 per share | |
| (e) | CUSIP No.:
G4760B100 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Xuyan Development Limited: 1,719,500 Class B Ordinary Shares directly held by Xuyan Development.
(ii) Lei Xia: 2,219,500, including (1) 1,719,500 Class B Ordinary Shares held by Xuyan Development, (ii) 250,000 Class B Ordinary Shares directly held by Mr. Xia, and (3) 250,000 Class A Ordinary Shares issued upon exercise of options on September 5, 2024. | |
| (b) | Percent of class:
(i) Xuyan Development Limited: 14.3%
(ii) Lei Xia: 18.5% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Xuyan Development Limited: 1,719,500
Lei Xia: 2,219,500 | ||
| (ii) Shared power to vote or to direct the vote:
Xuyan Development Limited: 0
Lei Xia: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Xuyan Development Limited: 1,719,500
Lei Xia: 2,219,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Xuyan Development Limited: 0
Lei Xia: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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1 Joint Filing Agreement, dated February 13, 2026 |