Longx Tech Ltd Files SC 13D for Quhuo Limited

TL;DR

**Longx Tech Ltd just filed a 13D on Quhuo Ltd. Big ownership change incoming?**

AI Summary

Longx Tech Ltd filed an SC 13D on October 15, 2024, regarding Quhuo Limited. The filing indicates a change in beneficial ownership as of August 8, 2024. Tomomi Fukunaga is listed as the contact person for Longx Tech Ltd.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition in Quhuo Limited by Longx Tech Ltd, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Longx Tech Ltd (company) — Filing person
• Quhuo Limited (company) — Subject company
• Tomomi Fukunaga (person) — Contact person for Longx Tech Ltd

FAQ

Key Financial Figures

• $0.0001 — ) Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securiti
• $8,920,600 — sition (defined below) in the amount of $8,920,600. The information set forth in Item 4 is

Filing Documents

• tm2424926d2_sc13d.htm (SC 13D) — 50KB
• tm2424926d2_ex1.htm (EX-1) — 4KB
• 0001104659-24-108746.txt ( ) — 56KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to the Class A Ordinary Shares . Issuer’s principal executive office address is 3F, Building A, Xin’anmen, No. 1 South Bank, Huihe South Street, Chaoyang District. Beijing, People’s Republic of China. Issuer’s ADSs representing Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol “QH.” The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed jointly by (1) Longx Tech Ltd, a company incorporated in BVI and (2) Tomomi Fukunaga, the beneficial owner of 100% equity interest and sole director of Longx Tech Ltd (together, the “Reporting Persons”). (b) The address of the principal office of Longx Tech Ltd is Craigmuir Chambers, Road Town, Tortola, VG 1110, BVI. The business address of Tomomi Fukunaga is Room 501, Beauty Plaza, Keisei, Sakura Station Front, Hitogi-cho 981-1, Sakura, Japan. (c) Longx Tech Ltd is engaged in export trading business. Tomomi Fukunaga is the beneficial owner of 100% equity interest in and the sole director of Longx Tech Ltd. (d) During the last five years, none of the Reporting Persons named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons named in this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Longx Tech Ltd is a corporation incorporated under BVI laws. Tomomi Fukunaga is a citizen of Japan. The Reporting Persons have executed a Joint Filing Agreement, dated October 15, 2024, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 1 .

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons acquired the Class A Ordinary Shares reported herein in exchange for consideration under the Acquisition (defined below) in the amount of $8,920,600. The information set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction. On July 1, 2024, Longx Tech Ltd entered into an equity acquisition agreement (the “Acquisition Agreement”) with Issuer, among other parties, pursuant to which Issuer acquired approximately 9.49% equity interest in Quhuo International Trade (HK) Limited from Longx Tech Ltd (the “Acquisition”), for a total consideration of US$8,920,600, which was paid by Issuer by issuing a senior convertible promissory note (the “Convertible Note”) to Longx Tech Ltd in the principal amount of US$8,920,600. Subsequently, on August 8, 2024, Longx Tech Ltd elected to convert the principal under Convertible Note into Class A Ordinary Shares, at the fixed conversion price as contemplated in the Convertible Note, resulting in an issuance of a total of 254,177,114 Class A Ordinary Shares to Longx Tech Ltd on the same day. The Reporting Persons acquired the securities because of the belief that the Class A Ordinary Shares represent an attractive investment opportunity. The Reporting Persons may, from time to time, take such actions regarding their investment in Issuer as they deem appropriate. These actions may include purchasing or selling securities of Issuer depending upon an ongoing evaluation of the investment in these securities, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. Based on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The filling of this Schedule 13D shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group, and the existence of any such group is expressly disclaimed.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Class A Ordinary Shares and percentages of the Class A Ordinary Shares beneficially owned by each of the Reporting Persons. Percentage calculated based on existing 896,950,139 Ordinary Shares as a single class (including 890,653,509 Class A Ordinary Shares and 6,296,630 Class B Ordinary Shares outstanding as of September 6, 2024, as reported in Issuer’s Form F-3 filed with the SEC on September 6, 2024). (b) Longx Tech Ltd: (1) Sole Voting Power: 0 (2) Shared Voting Power: 254,177,114 Class A Ordinary Shares (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 254,177,114 Class A Ordinary Shares Tomomi Fukunaga: (1) Sole Voting Power: 0 (2) Shared Voting Power: 254,177,114 Class A Ordinary Shares (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 254,177,114 Class A Ordinary Shares (c) Except as described in this Schedule 13D, during the past 60 days, none of the Reporting Persons has effected any transactions in the Class A Ordinary Shares. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the exhibits hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 hereof and between such Reporting Persons and any person with respect to any securities of Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement, by and between the Reporting Persons. Exhibit 2 Acquisition Agreement by and among Quhuo Limited, Quhuo International Trade (HK) Limited, Longx Tech Limited, Highland Vision Holding LTD and Genan Tech Limited dated July 1, 2024 (incorporated by reference to Exhibit 10.2 to the Form 6-K furnished by Issuer with the SEC on July 2, 2024). Exhibit 3 Form of Senior Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to the Form 6-K furnished by Issuer with the SEC on July 2, 2024). 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. Longx Tech Ltd /s/ Tomomi Fukunaga Name Director Title October 15, 2024 Date Tomomi Fukunaga /s/ Tomomi Fukunaga Name October 15, 2024 Date

View Full Filing

View this SC 13D filing on SEC EDGAR