UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| UCLOUDLINK GROUP INC. |
| (Name of Issuer) |
| Class A ordinary shares, par value US$0.00005 per share |
| (Title of Class of Securities) |
| 90354D104 ** |
| (CUSIP Number) |
| January 31, 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:
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| ☐ | Rule 13d-1(b) |
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| ☒ | Rule 13d-1(c) |
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| ☐ | 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.
** There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 90354D104 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on Nasdaq Global Market under the symbol “UCL.” Each ADS represents ten Class A ordinary shares, par value US$0.00005 per share.
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. 90354D104
| 1. | Names of Reporting Persons
Hui Li |
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
People’s Republic of China |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
18,074,720 Class A ordinary shares(1) |
| 6. | Shared Voting Power
None | |
| 7. | Sole Dispositive Power
18,074,720 Class A ordinary shares(1) | |
| 8. | Shared Dispositive Power
None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,074,720 Class A ordinary shares |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
7.30% (2) |
| 12. | Type of Reporting Person
IN |
| (1) | Hui Li may be deemed to have beneficial ownership over 18,074,720 Class A ordinary shares held of record in the form of 1,807,472 ADSs, of which his wife, Junmei Yin holds 345,755 ADSs, and Hui Li holds 1,461,717 ADSs indirectly through Meri Growth Capital Limited. |
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| (2) | Calculated based on 247,718,550 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on March 29, 2023. |
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CUSIP No. 90354D104
| 1. | Names of Reporting Persons
Junmei Yin |
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Hong Kong Special Administrative Region of the People’s Republic of China |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
18,074,720 Class A ordinary shares(1) |
| 6. | Shared Voting Power
None | |
| 7. | Sole Dispositive Power
18,074,720 Class A ordinary shares(1) | |
| 8. | Shared Dispositive Power
None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,074,720 Class A ordinary shares |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
7.30% (2) |
| 12. | Type of Reporting Person
IN |
| (1) | Junmei Yin may be deemed to have beneficial ownership over 18,074,720 Class A ordinary shares held of record in the form of 1,807,472 ADSs, of which she holds 345,755 ADSs, and her husband Hui Li indirectly holds 1,461,717 ADSs through Meri Growth Capital Limited. |
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| (2) | Calculated based on 247,718,550 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on March 29, 2023. |
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CUSIP No. 90354D104
| 1. | Names of Reporting Persons
Meri Growth Capital Limited |
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
None
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| 6. | Shared Voting Power
14,617,170 Class A ordinary shares(1)
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| 7. | Sole Dispositive Power
None
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| 8. | Shared Dispositive Power
14,617,170 Class A ordinary shares(1)
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,617,170 Class A ordinary shares |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
5.90% (2) |
| 12. | Type of Reporting Person
IN |
| (1) | Meri Growth Capital Limited may be deemed to have direct beneficial ownership over 14,617,170 Class A ordinary shares held of record in the form of 1,461,717 ADSs. The individual Hui Li, a director of Meri Growth Capital Limited indirectly holds 1,461,717 ADSs indirectly through Meri Growth Capital Limited. |
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| (2) | Calculated based on 247,718,550 Class A ordinary shares of the Issuer outstanding, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on March 29, 2023. |
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Item 1(a). Name of Issuer:
uCloudlink Group Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
Room 2119, 21/F, One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong
Item 2(a). Name of Person Filing:
This Schedule 13G Amendment is being filed by the following reporting person (“Reporting Person”):
Hui Li
Junmei Yin
Meri Growth Capital Limited
Item 2(b). Address of Principal Business Office or, if none, Residence:
Hui Li
12L Building A Caifu Square, No. 7002 Shennan Road, Shenzhen, Guangdong, China 518038
Junmei Yin
12L Building A Caifu Square, No. 7002 Shennan Road, Shenzhen, Guangdong, China 518038
Meri Growth Capital Limited
Vistra Corporate Services Centre, Wickham Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Item 2(c). Citizenship:
Hui Li
People’s Republic of China
Junmei Yin
Hong Kong Special Administrative Region of the People’s Republic of China
Meri Growth Capital Limited (Place of Incorporation)
British Virgin Islands
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value US$0.00005 per share.
Item 2(e). CUSIP Number:
CUSIP number 90354D104 has been assigned to the ADSs of the Issuer, each ADS representing ten Class A ordinary shares, par value US$0.00005 per share.
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not applicable.
Item 4. Ownership.
(a) The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b) The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c) The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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. 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.
Dated: January 31, 2024
| /s/ Hui Li |
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| Hui Li |
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| /s/ Junmei Yin |
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| Junmei Yin |
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| /s/ Hui Li |
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| Meri Growth Capital Limited Director: Hui Li |
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[Signature page to Schedule 13G/A]
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