UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
(Rule 13d—102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
(Amendment No. 1)*
CooTek (Cayman) Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.00001 per share
(Title of Class of Securities)
21718L102**
(CUSIP Number)
December 31, 2020
(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) |
| |
|
| x |
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 the disclosures provided
in a prior cover page.
**There is no CUSIP assigned to the Class A Ordinary Shares. CUSIP
number 21718L102 has been assigned to the American Depositary
Receipts (“ADRs”) of the Company, which are quoted on the New York
Stock Exchange under the symbol “CTK”. Each ADR represents 50 Class
A Ordinary Shares.
The information required in 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
SIG China Investments Master Fund III, LLLP |
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
|
|
(a) |
o |
|
|
(b) |
o |
|
|
|
3. |
SEC
Use Only |
|
|
|
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
423,583,387 (1)(2)
|
|
|
|
6. |
Shared
Voting Power
423,583,387 (1)(2) |
|
|
|
7. |
Sole
Dispositive Power
423,583,387 (1)(2) |
|
|
|
8. |
Shared
Dispositive Power
423,583,387 (1)(2) |
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
423,583,387 (1)(2) |
|
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
|
|
|
11. |
Percent
of Class Represented by Amount in Row (9)
15.0% |
|
|
|
12. |
Type
of Reporting Person (See Instructions)
PN |
(1) SIG China Investments Master Fund III, LLLP, together with SIG
Asia Investment, LLLP and Heights Capital Management, Inc., may be
deemed a group. For purposes of this report, we have
indicated that each reporting person has sole voting and
dispositive power with respect to the shares beneficially owned by
it and that the reporting persons have shared voting and
dispositive power with respect to all shares beneficially owned by
all of the reporting persons. Each of the reporting persons
disclaims beneficial ownership of shares owned directly by another
reporting person.
(2) SIG Asia Investment, LLLP, together with SIG Asia Investment,
LLLP and is the investment manager to SIG China Investments Master
Fund III, LLLP and as such may exercise voting and dispositive
power over these shares. Heights Capital Management, Inc. is the
investment manager to SIG Asia Investment, LLLP and as such may
exercise voting and dispositive power over these shares.
|
|
|
1. |
Names
of Reporting Persons
SIG Asia Investment, LLLP |
|
|
|
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
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 (1)(2) |
|
|
|
6. |
Shared
Voting Power
423,583,387 (1)(2) |
|
|
|
7. |
Sole
Dispositive Power
0 (1)(2) |
|
|
|
8. |
Shared
Dispositive Power
423,583,387 (1)(2) |
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
423,583,387 (1)(2) |
|
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
|
|
|
11. |
Percent
of Class Represented by Amount in Row (9)
15.0% |
|
|
|
12. |
Type
of Reporting Person (See Instructions)
PN |
(1) SIG China Investments Master Fund III, LLLP, together with SIG
Asia Investment, LLLP and Heights Capital Management, Inc., may be
deemed a group. For purposes of this report, we have
indicated that each reporting person has sole voting and
dispositive power with respect to the shares beneficially owned by
it and that the reporting persons have shared voting and
dispositive power with respect to all shares beneficially owned by
all of the reporting persons. Each of the reporting persons
disclaims beneficial ownership of shares owned directly by another
reporting person.
(2) SIG Asia Investment, LLLP, together with SIG Asia Investment,
LLLP and is the investment manager to SIG China Investments Master
Fund III, LLLP and as such may exercise voting and dispositive
power over these shares. Heights Capital Management, Inc. is the
investment manager to SIG Asia Investment, LLLP and as such may
exercise voting and dispositive power over these shares.
| |
1. |
Names
of Reporting Persons
Heights Capital Management, Inc. |
| |
| |
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
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 (1)(2) |
| |
|
6. |
Shared
Voting Power
423,583,387 (1)(2) |
| |
|
7. |
Sole
Dispositive Power
0 (1)(2) |
| |
|
8. |
Shared
Dispositive Power
423,583,387 (1)(2) |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
423,583,387 (1)(2) |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
15.0% |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
|
(1) SIG China Investments Master Fund III, LLLP, together with SIG
Asia Investment, LLLP and Heights Capital Management, Inc., may be
deemed a group. For purposes of this report, we have
indicated that each reporting person has sole voting and
dispositive power with respect to the shares beneficially owned by
it and that the reporting persons have shared voting and
dispositive power with respect to all shares beneficially owned by
all of the reporting persons. Each of the reporting persons
disclaims beneficial ownership of shares owned directly by another
reporting person.
(2) SIG Asia Investment, LLLP, together with SIG Asia Investment,
LLLP and is the investment manager to SIG China Investments Master
Fund III, LLLP and as such may exercise voting and dispositive
power over these shares. Heights Capital Management, Inc. is the
investment manager to SIG Asia Investment, LLLP and as such may
exercise voting and dispositive power over these shares.
| Item
1. |
| |
| |
(a) |
Name
of Issuer
CooTek (Cayman) Inc. (the “Company”) |
| |
(b) |
Address of Issuer’s Principal Executive Offices
9-11F, No. 16, Lane 399,
Xinlong Road
Minhang District
Shanghai, 201101
People’s Republic of
China
|
| |
| Item
2. |
| |
| |
(a) |
Name of Person Filing
This statement is filed by the entities listed below, who are
collectively referred to herein as “Reporting Persons” with respect
to the Class A Ordinary Shares, par value US$0.00001 per share (the
“Shares”).
(i) SIG China Investments Master Fund III, LLLP
(ii) SIG Asia Investment, LLLP
(iii) Heights Capital Management, Inc.
|
| |
(b) |
Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of SIG
China Investments Master Fund III, LLLP and SIG Asia Investment,
LLLP is:
251 Little Falls Drive
Wilmington, DE 19808
The address of the principal business office of Heights Capital
Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
|
| |
(c) |
Citizenship
Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person. |
| |
(d) |
Title
of Class of Securities
Class A Ordinary Shares, par value US$0.00001 per share |
| |
(e) |
CUSIP Number
There is no CUSIP assigned to the Class A Ordinary Shares. CUSIP
number 21718L102 has been assigned to the American Depositary
Receipts (“ADRs”) of the Company, which are quoted on the New York
Stock Exchange under the symbol “CTK”. Each ADR represents 50 Class
A Ordinary Shares.
|
| 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 association 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) |
¨ |
A
non-U.S. institution in accordance with §
240.13d–1(b)(1)(ii)(J); |
| |
(k) |
¨ |
Group,
in accordance with § 240.13d–1(b)(1)(ii)(K). |
| |
|
¨ |
If
filing as a non-U.S. institution in accordance with §
240.13d–1(b)(1)(ii)(J), please specify the type of
institution:_________________________ |
Provide the
following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item
1.
The information required by Items 4(a) - (c) is set forth in Rows 5
- 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned includes
9,707,450 Shares represented by ownership of 194,149 ADRs.
The Company’s Prospectus Supplement (To Prospectus dated December
15, 2020, Registration No. 333-251355), filed on January 19,
2021, indicates there were 2,818,991,432 Shares outstanding as of
September 30, 2020.
SIG Asia Investment, LLLP, which serves as the investment manager
to SIG China Investments Master Fund III, LLLP, may be deemed to be
the beneficial owner of all Shares owned by SIG China Investments
Master Fund III, LLLP. Heights Capital Management, Inc., which
serves as the investment manager to SIG Asia Investment, LLLP, may
be deemed to be the beneficial owner of all Shares owned by SIG
China Investments Master Fund III. Each of the Reporting Persons
hereby disclaims any beneficial ownership of any such Shares,
except for their pecuniary interest therein.
| 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 ¨
| 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 or Control
Person |
Not
Applicable
| Item
8. |
Identification
and Classification of Members of the Group |
Not
Applicable
| Item
9. |
Notice
of Dissolution of Group |
Not
Applicable
Not
Applicable
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
|
Dated:
February 10, 2021 |
|
|
|
|
|
|
SIG
China Investments Master Fund III, LLLP |
|
|
|
|
| By: |
SIG
Asia Investment, LLLP, |
|
|
By:
|
pursuant
to a Limited Power of Attorney, a copy of which was previously
filed
Heights
Capital Management, Inc.,
Pursuant
to a Limited Power of Attorney, a copy of which was previously
filed
|
|
|
|
|
| By: |
/s/
Michael Spolan |
|
| Name: |
Michael
Spolan |
|
| Title: |
General
Counsel |
|
|
|
|
|
SIG
Asia Investment, LLLP |
|
|
|
|
|
By:
|
Heights
Capital Management, Inc.,
Pursuant
to a Limited Power of Attorney, a copy of which was previously
filed
|
|
| |
|
|
| By: |
/s/
Michael Spolan |
|
| Name: |
Michael
Spolan |
|
| Title: |
General
Counsel |
|
| Heights Capital Management, Inc. |
|
| |
|
|
By: |
/s/ Michael Spolan |
|
| Name: |
Michael Spolan |
|
| Title: |
General Counsel |
|
EXHIBIT INDEX
|
Exhibit |
Description |
| |
|
| I |
Limited Power
of Attorney for SIG China Investments Master Fund III, LLLP* |
| II |
Limited Power
of Attorney for SIG Asia Investment, LLLP* |
| III |
Joint Filing
Agreement* |
*Previously filed
