Explanatory Note
This Amendment No. 2 to Schedule 13D (this “Amendment”) hereby amends the initial Schedule 13D filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 13, 2023, as amended by Amendment No. 1 thereto filed with the SEC on January 10, 2024 (the “Prior Schedule 13D,” and as amended by this Amendment No. 2, this “Schedule
13D”), on behalf of Mr. Horace Luke, a citizen of the United States. Except as amended and supplemented herein, the information set forth in the Prior Schedule 13D remains unchanged, and capitalized terms used but not defined herein have
the meanings assigned thereto in the Prior Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Items 2, 3 and 6 of the Prior Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this
Item 5.
(a)-(b) The responses of the Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by
reference into this Item 5.
As of the date hereof, (i) 7,877,601 Ordinary Shares were held by Innovative Creations LLC, (ii) 3,938,801 Ordinary Shares
were held by Polymath Limited, (iii) 3,938,801 Ordinary Shares were held by Joy Billion Holdings Limited, (iv) 432,447 Ordinary Shares were held by Mr. Luke, (v) 1,281,859 Ordinary Shares were held by Ms. Nine, (vi) 1,181,250 Ordinary
Shares that Mr. Luke has the right to acquire pursuant to the terms of the share options held by him and (vii) 4,550 Ordinary Shares that Ms. Nine has the right to acquire pursuant to the terms of the share options held by her. Innovative
Creations LLC is wholly owned by Mr. Luke, who is deemed to be the beneficial owner of the shares held by Innovative Creations LLC. Polymath Limited and Joy Billion Holdings Limited are wholly owned by Ms. Nine, who is deemed to be the
beneficial owner of the shares held by Polymath Limited and Joy Billion Holdings Limited. Ms. Nine is the domestic partner of Mr. Luke. Until the vesting of the restricted shares described above, holders thereof do not have voting or
dispositive power over such restricted shares.
The Reporting Person may be deemed to beneficially own, in the aggregate, 6.7% of the Ordinary Shares,
calculated on the basis of Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The percentage of the Ordinary Shares beneficially owned is calculated based on (i) 278,183,375 ordinary shares of the
Issuer issued and outstanding as of June 7, 2024, as determined based on the records of the Issuer, (ii) 1,181,250 ordinary shares that Mr. Luke has the right to acquire pursuant to the terms of the share options held by him and (iii) 4,550
ordinary shares that Ms. Nine has the right to acquire pursuant to the terms of the share options held by her.
(c) The information set forth in
Items 3 and 6 of the Prior Schedule 13D is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, the Reporting Person has not effected any transactions relating to the Ordinary Shares during the past 60 days.
(d) Except as set forth herein, to the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any Ordinary Shares of the Issuer beneficially owned by the Reporting Person as described in this Item 5.
(e) Not applicable.