Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Ridgetech Inc. (Name of Issuer) |
Ordinary Shares, par value $0.24 per share (Title of Class of Securities) |
G2124G120 (CUSIP Number) |
Lei Liu 4th Floor, Building 5, Renxin Yaju,, Gong Shu District, Hangzhou City, F4, 310014 8657188219579 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | G2124G120 |
| 1 |
Name of reporting person
LEI LIU | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.24 per share | |
| (b) | Name of Issuer:
Ridgetech Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4TH FLOOR, BUILDING 5, RENXIN YAJU, GONG SHU DISTRICT, HANGZHOU CITY,
CHINA
, 310014. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 2, 2014, as amended by the Amendment No. 1 filed with the SEC on April 16, 2024, as further amended by the Amendment No. 2 filed with the SEC on September 3, 2024, as further amended by the Amendment No. 3 filed with the SEC on November 14, 2024 (as amended, the "Schedule 13D"), with respect to the Ordinary Shares, par value $0.24 per share (the "Ordinary Shares") of Ridgetech, Inc. (for
merly known as China Jo-Jo Drugstores, Inc.), a Cayman Islands exempted company (the "Issuer" or the "Company").Other than as specifically set forth below, all Items in the Schedule 13D remain unchanged. Capitalized terms in this Amendment No. 4 which are not defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:As reported on Form 6-K furnished by the Issuer on February 3, 2025, the Reporting Person, Li Qi and Oakview International Limited ("Oakview") have agreed to surrender for no consideration in total 2,548,353 Ordinary Shares back to the Issuer, pursuant to that certain Equity Exchange Agreement (the "Agreement"), dated January 31, 2025, by and among the Issuer, Renovation Investment (Hong Kong) Co., Ltd. ("Renovation"), the Reporting Person, Li Qi, and Oakview. In exchange for the surrendered shares, the Issuer and Renovation have agreed to transfer all equity in Zhejiang Jiuxin Investment Management Co. Ltd., a limited liability company incorporated in the People's Republic of China and a direct subsidiary of Renovation, to Oakview, as further described in the proxy statement for annual general meeting of the shareholders furnished by the Issuer as Exhibit 99.1 to Form 6-K with the Securities and Exchange Commission on February 4, 2025 (the "Proxy Statement"). The transactions contemplated by the Agreement (the "Transactions") were consummated on February 28, 2025. As a result, the Reporting Persons no longer owns, beneficially or otherwise, any securities of the Issuer.The foregoing description of the Transactions discussed in this Item 4 is qualified in its entirety by reference to description of the Transactions and related transactions contained in the Proxy Statement, which such description is incorporated by reference herein. In connection with the Transactions, Mr. Liu and Ms. Qi resigned from the Issuer's board of directors and any other officer positions with the Issuer (including Mr. Liu's role as Chief Executive Officer). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Amendment No. 4 for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by the Reporting Person. | |
| (b) | See rows (7) through (10) of the cover pages to this Amendment No. 4 for the number of Ordinary Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as described in Item 4, the Reporting Person has not effected any transaction in the Ordinary Shares within the past sixty days. | |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Ordinary Shares. | |
| (e) | February 28, 2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as disclosed in Item 4, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer enumerated in Item 6 of Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Equity Exchange Agreement, dated as of January 31, 2025, by and among China Jo-Jo Drugstores, Inc., Renovation Investment (Hong Kong) Co., Ltd., Lei Liu, Li Qi, and Oakview International Limited (Incorporated by reference to Exhibit 10.2 to the Form 6-K furnished by Issuer on February 3, 2025). | ||
| 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.
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