SEC Form SCHEDULE 13G filed by YXT.COM GROUP HOLDING LIMITED
$YXT
Computer Software: Prepackaged Software
Technology
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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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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) |
09/30/2024 (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)
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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. | 988740106 |
| 1 | Names of Reporting Persons
YF Elite Alliance 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
23,786,590.00 | ||||||||
| 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)
14.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 988740106 |
| 1 | Names of Reporting Persons
Yunfeng Fund III, L.P. | ||||||||
| 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,786,590.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 988740106 |
| 1 | Names of Reporting Persons
Yunfeng Investment III, Ltd. | ||||||||
| 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
CAYMAN ISLANDS
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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
23,786,590.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 988740106 |
| 1 | Names of Reporting Persons
Feng Yu | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,786,590.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
YXT.COM GROUP HOLDING LIMITED | |
| (b) | Address of issuer's principal executive offices:
Room 501-502, No. 78 East Jinshan Road Huqiu District Suzhou Jiangsu, People's Republic of China, 215011 | |
| Item 2. | ||
| (a) | Name of person filing:
The following are referred to herein as the "Reporting Persons"
(i) YF Elite Alliance Limited;
(ii) Yunfeng Fund III, L.P.;
(iii) Yunfeng Investment III, Ltd.; and
(iv) Feng Yu | |
| (b) | Address or principal business office or, if none, residence:
18th Floor, YF Life Centre, 38 Gloucester Road, Wanchai Hong Kong | |
| (c) | Citizenship:
YF Elite Alliance Limited: British Virgin Islands
Yunfeng Fund III, L.P., Yunfeng Investment III, Ltd.: Cayman Islands
Feng Yu: People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
988740106 | |
| 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:
The Reporting Persons own an aggregate amount of 23,786,590 Class A ordinary shares, which are directly owned by YF Elite Alliance Limited. Yunfeng Fund III, L.P. is the controlling shareholder of YF Elite Alliance Limited. Yunfeng Investment III, Ltd. is the general partner of Yunfeng Fund III, L.P.. Feng Yu is the controlling shareholder of Yunfeng Investment III, Ltd.. Accordingly, each of the foregoing may be deemed to beneficially own the Class A ordinary shares directly held by Article Light Limited but the filing of this Statement shall not be deemed an admission of such beneficial ownership for purposes of Section 13(d) or 13(g) or for any other purpose.
The number of reported securities has not changed since the original investment by YF Elite Alliance Limited in the Issuer prior to the Issuer's initial public offering, as disclosed by the Issuer on the Form 424B4, filed on August 16, 2024. | |
| (b) | Percent of class:
The 23,786,590 Class A ordinary shares reported on this Statement represent 14.6% of the Class A ordinary shares outstanding. Such percentage calculation is based on 163,294,773 Class A ordinary shares outstanding as of March 31, 2025, as disclosed by the Issuer on the Form 20-F, filed on April 24, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
23,786,590 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
23,786,590 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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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Exhibit 99.1 Joint Filing Agreement |