UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Autozi
Internet Technology (Global) Ltd.
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.000001 per share
(Title
of Class of Securities)
G06382108
(CUSIP
Number)
Hsu-Sheng
Tsou
Room2202,
Henglicheng Office Bldg 128-1,
Wusi
Rd, Gulou District,
Fuzhou,
China
+86
591 3811 8000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
27, 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) |
| ☐ |
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).
| 1. |
NAMES
OF REPORTING PERSONS
CDIB
Private Equity (Fujian) Enterprise (Limited Partnership)
|
|
| 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
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE
VOTING POWER
7,754,800
|
| 6. |
SHARED
VOTING POWER
0
|
| 7. |
SOLE
DISPOSITIVE POWER
7,754,800
|
| 8. |
SHARED
DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,754,8001
|
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%2
|
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
1CDIB Private Equity (Fujian) Enterprise (Limited Partnership) (“CDIB LP”) directly owns 7,754,800 Class A ordinary
shares. CDIB Private Equity Management (Fujian) Enterprise (Limited Partnership) (“CDIB Management LP”) acts as the
general partner of CDIB LP. CDIB Private Equity (Fujian) Co., Ltd. (“CDIB Ltd”) acts as the general partner of CDIB
Management LP. Mr. Hsu-Sheng Tsou acts as the Chief Executive Officer of CDIB Ltd and may be deemed to indirectly beneficially own securities
held by CDIB LP.
2
This percentage is calculated based upon 104,981,200 ordinary shares issued and outstanding as of August 27, 2024, comprising
70,386,100 Class A ordinary shares and 34,595,100 Class B ordinary shares as set forth in the prospectus on Form 424(B)(4) dated
August 27, 2024.
| 1. |
NAMES
OF REPORTING PERSONS
CDIB
Private Equity Management (Fujian) Enterprise (Limited Partnership)
|
|
| 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
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE
VOTING POWER
7,754,800
|
| 6. |
SHARED
VOTING POWER
0
|
| 7. |
SOLE
DISPOSITIVE POWER
7,754,800
|
| 8. |
SHARED
DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,754,8003
|
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%4
|
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
3
CDIB LP directly owns 7,754,800 Class A ordinary shares. CDIB Management LP acts as the general partner of CDIB LP. CDIB Ltd. acts
as the general partner of CDIB Management LP. Mr. Hsu-Sheng Tsou acts as the Chief Executive Officer of CDIB Ltd and may be deemed to
indirectly beneficially own securities held by CDIB LP.
4
This percentage is calculated based upon 104,981,200 ordinary Shares issued and outstanding as of August 27, 2024, comprising
70,386,100 Class A ordinary shares and 34,595,100 Class B ordinary shares as set forth in the prospectus on Form 424(B)(4) dated
August 27, 2024.
| 1. |
NAMES
OF REPORTING PERSONS
CDIB
Private Equity (Fujian) Co., Ltd.
|
|
| 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
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE
VOTING POWER
7,754,800
|
| 6. |
SHARED
VOTING POWER
0
|
| 7. |
SOLE
DISPOSITIVE POWER
7,754,800
|
| 8. |
SHARED
DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,754,8005
|
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%6
|
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
5
CDIB LP directly owns 7,754,800 Class A ordinary shares. CDIB Management LP acts as
the general partner of CDIB LP. CDIB Ltd. acts as the general partner of CDIB Management
LP. Mr. Hsu-Sheng Tsou acts as the Chief Executive Officer of CDIB Ltd and may be deemed
to indirectly beneficially own securities held by CDIB LP.
6
This percentage is calculated based upon 104,981,200 ordinary shares issued and outstanding as of August 27, 2024, comprising
70,386,100 Class A ordinary shares and 34,595,100 Class B ordinary shares as set forth in the prospectus on Form 424(B)(4) dated
August 27, 2024.
| 1. |
NAMES
OF REPORTING PERSONS
Hsu-Sheng
Tsou |
|
| 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
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE
VOTING POWER
7,754,800 |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
7,754,800 |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,754,8007
|
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%8
|
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
7
CDIB LP directly owns 7,754,800 Class A ordinary shares. CDIB Management LP acts as
the general partner of CDIB LP. CDIB Ltd. acts as the general partner of CDIB Management
LP. Mr. Hsu-Sheng Tsou acts as the Chief Executive Officer of CDIB Ltd and may be deemed
to indirectly beneficially own securities held by CDIB LP.
8
This percentage is calculated based upon 104,981,200 ordinary shares issued and outstanding as of August 27, 2024, comprising
70,386,100 Class A ordinary shares and 34,595,100 Class B ordinary shares as set forth in the prospectus on Form 424(B)(4) dated
August 27, 2024.
Item
1.
| |
(a) |
Name
of Issuer
Autozi
Internet Technology (Global) Ltd.
|
| |
(b) |
Address
of Issuer’s Principal Executive Offices
Building
B09, Intelligence Park No. 26 Yongtaizhuang North Road, Haidian District, Beijing, China
|
Item
2.
| |
(a) |
Name
of Person Filing
|
| |
|
This
Schedule is being filed on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting
Persons”):
|
| |
|
|
|
| |
|
|
1) |
CDIB
Private Equity (Fujian) Enterprise (Limited Partnership) (“CDIB LP”) |
| |
|
|
|
|
| |
|
|
2) |
CDIB
Private Equity Management (Fujian) Enterprise (Limited Partnership) (“CDIB Management LP”) |
| |
|
|
|
|
| |
|
|
3) |
CDIB
Private Equity (Fujian) Co., Ltd. (“CDIB Ltd”) |
| |
|
|
|
|
| |
|
|
4) |
Hsu-Sheng
Tsou |
| |
|
|
|
|
| |
|
This
Schedule relates to Class A ordinary shares of the Issuer, par value $0.000001 per share, directly held by CDIB LP. CDIB Management
LP acts as the general partner of CDIB LP. CDIB Ltd acts as the general partner of CDIB Management LP. Mr. Hsu-Sheng Tsou acts as
the Chief Executive Officer of CDIB Ltd and may be deemed to indirectly beneficially own securities held by CDIB LP. |
| |
|
|
|
|
| |
|
Each
Reporting Person declares that neither the filing of this Schedule nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to
act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member
of any syndicate or group with respect to the Issuer or any securities of the Issuer. |
| |
|
|
|
|
| |
(b) |
Address
or principal business office or, if none, residence |
| |
|
|
|
|
| |
|
The
address of the principal business office of each of the Reporting Persons is Room2202, Henglicheng Office Bldg 128-1, Wusi Rd, Gulou
District, Fuzhou, China.
|
| |
|
|
|
|
| |
(c) |
Citizenship |
| |
|
|
|
|
| |
|
|
1) |
CDIB
LP is a PRC limited partnership |
| |
|
|
|
|
| |
|
|
2) |
CDIB
Management LP is a PRC limited partnership |
| |
|
|
|
|
| |
|
|
3) |
CDIB
Ltd is a PRC company |
| |
|
|
|
|
| |
|
|
4) |
Hsu-Sheng
Tsou is a citizen of Taiwan |
|
|
|
|
|
| |
(d) |
|
|
Title
of Class of Securities
Class
A ordinary shares of the Issuer, par value $0.000001 per share
|
| |
|
|
|
|
| |
(e) |
|
|
CUSIP
Number
G06382108 |
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). |
| |
|
|
|
| |
(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) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| |
(a) |
|
Amount
beneficially owned:
See
response to Item 9 on each cover page.
|
| |
|
|
|
|
| |
(b) |
|
Percent
of class:
See
response to Item 11 on each cover page. |
| |
|
|
|
|
| |
(c) |
|
Number
of shares as to which the person has: |
| |
|
|
|
|
| |
|
|
(i) |
Sole
power to vote or to direct the vote.
See
response to Item 5 on each cover page.
|
| |
|
|
|
|
| |
|
|
(ii) |
Shared
power to vote or to direct the vote.
See
response to Item 6 on each cover page. |
| |
|
|
|
|
| |
|
|
(iii) |
Sole
power to dispose or to direct the disposition of.
See
response to Item 7 on each cover page.
|
| |
|
|
|
|
| |
|
|
(iv) |
Shared
power to dispose or to direct the disposition of.
See
response to Item 8 on each cover page. |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 five percent of the class of securities, check the following ☐ .
Instruction.
Dissolution of a group requires a response to this item.
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.
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. Certification.
| |
(a) |
|
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
| |
|
|
|
| |
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
| |
|
|
|
| |
(b) |
|
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
| |
|
|
|
| |
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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.
| |
|
CDIB
Private Equity (Fujian) Enterprise (Limited Partnership) |
| |
|
|
| |
|
November
13, 2024
|
| |
|
Date |
| |
|
|
| |
|
/s/
Hsu-Sheng Tsou
|
| |
|
Signature |
| |
|
|
| |
|
Hsu-Sheng
Tsou,
CEO of CDIB Private Equity (Fujian) Co., Ltd., the General Partner of CDIB Private Equity
Management (Fujian) Enterprise (Limited Partnership), the General Partner of CDIB Private
Equity (Fujian) Enterprise (Limited Partnership)
|
| |
|
Name/Title |
| |
|
CDIB
Private Equity Management (Fujian) Enterprise (Limited Partnership) |
| |
|
|
| |
|
November
13, 2024
|
| |
|
Date |
| |
|
|
| |
|
/s/
Hsu-Sheng Tsou
|
| |
|
Signature |
| |
|
|
| |
|
Hsu-Sheng
Tsou,
CEO of CDIB Private Equity (Fujian) Co., Ltd., the General Partner of CDIB Private Equity
Management (Fujian) Enterprise (Limited Partnership)
|
| |
|
Name/Title
|
| |
|
|
| |
|
CDIB
Private Equity (Fujian) Co., Ltd. |
| |
|
|
| |
|
November
13, 2024
|
| |
|
Date |
| |
|
|
| |
|
/s/
Hsu-Sheng Tsou
|
| |
|
Signature |
| |
|
|
| |
|
Hsu-Sheng
Tsou,
Chief Executive Officer
|
| |
|
Name/Title |
| |
|
Hsu-Sheng
Tsou |
| |
|
|
| |
|
November
13, 2024
|
| |
|
Date |
| |
|
|
| |
|
/s/
Hsu-Sheng Tsou
|
| |
|
Signature |
| |
|
|
| |
|
Individual
|
| |
|
Name/Title |
LIST OF EXHIBITS
Exhibit
99.1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.000001 per share, of Autozi Internet
Technology (Global) Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of November 13, 2024.
| |
CDIB
Private Equity (Fujian) Enterprise (Limited Partnership) |
| |
|
| |
November 13,
2024
Date |
| |
|
| |
/s/ Hsu-Sheng
Tsou
Signature |
| |
|
| |
Hsu-Sheng Tsou,
CEO of CDIB Private Equity (Fujian) Co., Ltd., the General Partner of CDIB Private Equity Management (Fujian) Enterprise (Limited
Partnership), the General Partner of CDIB Private Equity (Fujian) Enterprise (Limited Partnership)
Name/Title |
| |
CDIB
Private Equity Management (Fujian) Enterprise (Limited Partnership) |
| |
Date |
| |
|
| |
/s/ Hsu-Sheng
Tsou
Signature |
| |
|
| |
Hsu-Sheng Tsou,
CEO of CDIB Private Equity (Fujian) Co., Ltd., the General Partner of CDIB Private Equity Management (Fujian) Enterprise (Limited
Partnership)
Name/Title |
| |
|
| |
CDIB
Private Equity (Fujian) Co., Ltd. |
| |
|
| |
November 13,
2024
Date |
| |
|
| |
/s/ Hsu-Sheng
Tsou
Signature |
| |
|
| |
Hsu-Sheng Tsou
, Chief Executive Officer
Name/Title |
| |
Hsu-Sheng
Tsou |
| |
|
| |
November 13,
2024
Date |
| |
|
| |
/s/ Hsu-Sheng
Tsou
Signature |
| |
|
| |
Individual
Name/Title |
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