JD.com, Inc. — Major Shareholding Notification 2024

Jan 26, 2024

SC 13G/A 1 d704771dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 SCHEDULE 13G AMENDMENT NO. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

GigaCloud Technology Inc

(Name of Issuer)

Class A Ordinary shares, $0.05 par value per share

(Title of Class of Securities)

G38644 103

(CUSIP Number)

December 31, 2023

(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)

☒ 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. G38644 103 Page 1

1	Name of Reporting Person JD.com, Inc.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Cayman
Islands

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 0
7	Sole Dispositive Power 0
8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 0%
12	Type of Reporting
Person CO

CUSIP No. G38644 103 Page 2

1	Name of Reporting Person JD.com Investment Limited
2	Check the Appropriate Box
if a Member of a Group (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	Sole Voting Power 0
6	Shared Voting Power 0
7	Sole Dispositive Power 0
8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 0%
12	Type of Reporting
Person CO

CUSIP No. G38644 103 Page 3

1	Name of Reporting Person Honeysuckle Creek Limited
2	Check the Appropriate Box
if a Member of a Group (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	Sole Voting Power 0
6	Shared Voting Power 0
7	Sole Dispositive Power 0
8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 0%
12	Type of Reporting
Person CO

CUSIP No. G38644 103 Page 4

Item 1(a). Name of Issuer:

GigaCloud Technology Inc (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

4388 Shirley Avenue, El Monte, CA 91731, USA

Item 2(a). Name of Person Filing:

JD.com, Inc.;

JD.com Investment Limited; and

Honeysuckle Creek Limited (collectively, the “Reporting Persons”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of the Reporting Persons is c/o 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, the People’s Republic of China

Item 2(c) Citizenship:

JD.com, Inc. – Cayman Islands

JD.com Investment Limited – British Virgin Islands

Honeysuckle Creek Limited – British Virgin Islands

Item 2(d). Title of Class of Securities:

Class A ordinary shares, $0.05 par value per share

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of the Class A ordinary shares and holders of the Class B ordinary shares have the same rights, except for voting and conversion rights. In respect of matters requiring a shareholders’ vote, each Class A ordinary share will be entitled to one vote and each Class B ordinary share will be entitled to ten votes. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of the Issuer’s shareholders, except as may otherwise be required by law. Each Class B ordinary share will be convertible into one Class A ordinary share at any time, by the holder thereof. Class A ordinary shares will not be convertible into Class B ordinary shares at any time, under any circumstances.

Item 2(e). CUSIP Number:

G38644 103

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:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Not applicable

CUSIP No. G38644 103 Page 5

ITEM 4. Ownership:

Reporting Person — JD.com, Inc.	0	0 %	0 %	0	0	0	0
JD.com Investment Limited	0	0 %	0 %	0	0	0	0
Honeysuckle Creek Limited	0	0 %	0 %	0	0	0	0

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 5 percent of the class of securities, check the following ☒

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

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 26, 2024

JD.com, Inc.
By:	/s/ Ian Su Shan
Name: Ian Su Shan
Title: Chief Financial Officer
JD.com Investment Limited
By:	/s/ Nani Wang
Name: Nani Wang
Title: Director
Honeysuckle Creek Limited
By:	/s/ Nani Wang
Name: Nani Wang
Title: Director

LIST OF EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement