Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Chijet Motor Company, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.003 per share (Title of Class of Securities) |
G4465R111 (CUSIP Number) |
Hongwei Mu NO. 8 BEIJING S. RD., ECONOMIC & TECH. DEV. ZONE YANTAI SHANDONG, F4, CN37264006 86 0535 2766221 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | G4465R111 |
| 1 |
Name of reporting person
Hongwei Mu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,440,353.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.75 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7 and 11 consist of: (A)(i) 1,520,241 class A ordinary shares held by Chijet Holdings Limited ("CHL"), (ii) 633,375 class B ordinary shares held by CHL convertible into class A ordinary shares at any time at the option of the holder thereof (the foregoing ordinary shares, collectively, the "CHL Shares"); and (B) (i) 2,320,112 class A ordinary Shares held by Euroamer Kaiwan Technology Company Limited (the "EKT"), (ii) 966,625 class B ordinary shares held by EKT convertible into class A ordinary shares at any time at the option of the holder thereof (the foregoing ordinary shares, collectively, the "EKT Shares"). Mr. Hongwei Mu is the director of CHL and as such, may be deemed to be the beneficial owner of the CHL Shares. Additionally, Mr. Mu may be deemed to be the beneficial owner of the EKT Shares by virtue of the Voting Agreement dated February 20, 2025, through which Hongwei Mu has been granted the power to vote or direct the vote of the ordinary shares held by CHL and EKT. Mr. Mu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Row 9 consists of the CHL Shares. Row 13 is calculated using a denominator of 31,855,735 ordinary shares, consisting of (i) a total of 30,889,110 class A ordinary shares outstanding as of May 12, 2025, as provided by the Company, (ii) 633,375 class B ordinary shares held by CHL, and (iii) 966,625 class B ordinary shares held by EKT.
SCHEDULE 13D
|
| CUSIP No. | G4465R111 |
| 1 |
Name of reporting person
Chijet Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,153,616.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 9 and 11 consist of: (i) 1,520,241 class A ordinary shares of Chijet Motor Company, Inc. (the "Company") held by Chijet Holdings Limited ("CHL"), (ii) 633,375 class B ordinary shares held by CHL convertible into class A ordinary shares at any time at the option of the holder thereof. Row 7 reflects the result of the Voting Agreement dated February 20, 2025, through which Hongwei Mu has been granted the power to vote or direct the vote of the ordinary shares held by CHL. Row 13 is calculated using a denominator of 31,522,485 ordinary shares, consisting of (i) a total of 30,889,110 class A ordinary shares outstanding as of May 12, 2025, as provided by the Company, and (ii) 633,375 class B ordinary shares held by CHL.
SCHEDULE 13D
|
| CUSIP No. | G4465R111 |
| 1 |
Name of reporting person
Lichun Wu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,286,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 9 and 11 consist of: (i) 2,320,112 Class A Ordinary Shares held by Euroamer Kaiwan Technology Company Limited (the "EKT"); and (ii) 966,625 class B ordinary shares held by EKT convertible into class A ordinary shares at any time at the option of the holder thereof (the foregoing Class A Ordinary Shares, collectively, the "EKT Shares"). Mr. Lichun Wu is the director of EKT and as such, may be deemed to be the beneficial owner of the foregoing securities held by EKT. Mr. Wu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Row 7 reflect the result of the Voting Agreement dated February 20, 2025, through which Hongwei Mu has been granted the power to vote or direct the vote of the ordinary shares held by EKT. Row 13 is calculated using a denominator of 31,855,735 ordinary shares, consisting of (i) a total of 30,889,110 class A ordinary shares outstanding as of May 12, 2025, as provided by the Company, and (ii) 966,625 class B ordinary shares held by EKT.
SCHEDULE 13D
|
| CUSIP No. | G4465R111 |
| 1 |
Name of reporting person
Euroamer Kaiwan Technology Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,286,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 9 and 11 consist of: (i) 2,320,112 Class A Ordinary Shares held by Euroamer Kaiwan Technology Company Limited (the "EKT"); and (ii) 966,625 class B ordinary shares held by EKT convertible into class A ordinary shares at any time at the option of the holder thereof (the foregoing Class A Ordinary Shares, collectively, the "EKT Shares"). Row 7 reflect the result of the Voting Agreement dated February 20, 2025, through which Hongwei Mu has been granted the power to vote or direct the vote of the ordinary shares held by EKT. Row 13 is calculated using a denominator of 31,855,735 ordinary shares, consisting of (i) a total of 30,889,110 class A ordinary shares outstanding as of May 12, 2025, as provided by the Company, and (ii) 966,625 class B ordinary shares held by EKT.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.003 per share | |
| (b) | Name of Issuer:
Chijet Motor Company, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
NO. 8 BEIJING S. RD., ECONOMIC & TECH. DEV. ZONE YANTAI, SHANDONG,
CHINA
, 000000. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the "SEC") on February 16, 2024 by Hongwei Mu, Chijet Holdings Limited ("CHL"), Lichun Wu, and Euroamer Kaiwan Technology Company Limited ("EKT", each, a "Reporting Person", collectively, the "Reporting Persons"), as amended by Amendment No.1 filed with the SEC on January 10, 2025 by Hongwei Mu and CHL, the Schedule 13D filed with the SEC on January 10, 2025 by Lichun Wu and EKT, and Amendment No.2 filed with the SEC on February 24, 2025 (collectively, the "Original 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original 13D. All disclosure in respect of items contained in the Original 13D where no new information is provided for such item in this Amendment is incorporated herein by reference. Capitalized terms not otherwise defined in this Amendment shall have the same mean
ings ascribed thereto in the Original 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
All of the Class A ordinary shares to which this Amendment relates were acquired by the Reporting Person in connection with the Share Exchange Agreement. On March 24, 2025, the Issuer issued an aggregate of 1,600,000 class B ordinary shares to CHL and EKT, pursuant to a Share Exchange Agreement dated as of March 16, 2025 among the Issuer, CHL and EKT. In exchange for the class B ordinary shares, CHL and EKT returned to the Issuer an aggregate of 1,624,910 class A ordinary shares of the Issuer, which were subsequently canceled, retired and reverted to authorized but unissued shares of class A ordinary shares of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 is hereby incorporated by reference in its entirety herein. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the Class A Ordinary Shares deemed to be beneficially owned by Hongwei Mu is 5,440,353 and 16.75%. The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by CHL is 2,153,616 and 6.83%. The aggregate number and percentage of the Class A Ordinary Shares deemed to be beneficially owned by Lichun Wu is 3,286,737 and 10.32%. The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by EKT is 3,286,737 and 10.32%. | |
| (b) | Hongwei Mu: Sole power to vote or to direct the vote: 5,440,353 Shared power to vote or to direct the vote: / Sole power to dispose or to direct the disposition: 2,153,616 Shared power to dispose or to direct the disposition: / Chijet Holdings Limited: Sole power to vote or to direct the vote: / Shared power to vote or to direct the vote: / Sole power to dispose or to direct the disposition: 2,153,616 Shared power to dispose or to direct the disposition: / Lichun Wu: Sole power to vote or to direct the vote: / Shared power to vote or to direct the vote: / Sole power to dispose or to direct the disposition: 3,286,737 Shared power to dispose or to direct the disposition: / Euroamer Kaiwan Technology Company Limited: Sole power to vote or to direct the vote: / Shared power to vote or to direct the vote: / Sole power to dispose or to direct the disposition: 3,286,737 Shared power to dispose or to direct the disposition: / | |
| (c) | Except as described in Item 3 and Original 13D, neither Reporting Person has effected any transactions in the Class A Ordinary Shares of the Company in the past 60 days. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 3 is hereby incorporated by reference in its entirety herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 Form of Share Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on March 28, 2025). 2 Voting Agreement, dated as of February 20, 2025, by and among the Company, Hongwei Mu, Chijet Holdings Limited, and Euroamer Kaiwan Technology Company Limited (incorporated by reference to Exhibit 3 to the Form 6-K filed on January 21, 2025). 3 Joint Filing Agreement, dated as of February 24, 2025, by and among Hongwei Mu, Chijet Holdings Limited, Lichun Wu, and Euroamer Kaiwan Technology Company Limited (incorporated by reference to Exhibit 4 to the Form 6-K filed on January 21, 2025). | ||
| 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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