| | Item 4 of the Schedule 13D is hereby amended and restated as follows:
Prior to the 2026 Reverse Stock Split, Huan Liu, Chief Executive Officer, Interim Chief Financial Officer, Director, and Chairman of the Board of Directors of the Issuer, beneficially owned 515,625 shares of the Issuer's Class A common stock issuable upon the conversion of 515,625 shares of Class B common stock (reflecting a reverse stock split of the Issuer's common stock at a ratio of 1-for-16 on October 21, 2024) held by FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED, as he was the sole shareholder of FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED. FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED obtained those shares of Class B common stock through pre-IPO acquisitions. On September 15, 2024, the Issuer's compensation committee, through a written consent without a meeting, approved the grant of certain stock awards to certain recipients in recognition of their work and performance under the Plan. Under the grant schedule, Huan Liu was granted RSUs covering the right to receive 45,938 shares of Class A common stock and 31,250 shares of Class B common stock of the Issuer (reflecting a reverse stock split of the Issuer's common stock at a ratio of 1-for-16 on October 21, 2024) (the "2024 Award"). On September 30, 2024, the Issuer issued 45,938 shares of Class A common stock and 31,250 shares of Class B common stock to Huan Liu under the 2024 Award. On December 3, 2024, Huan Liu disposed of the 45,938 shares of Class A common stock that he directly held. On October 15, 2025, the Issuer's compensation committee, by written consent without a meeting, effected the grant of a fully vested award of 144,000 RSUs representing shares of the Issuer's Class B common stock to the Reporting Person under the Plan (the "2025 Award").
On October 16, 2025, the Issuer issued 144,000 shares of Class B common stock to Huan Liu under the 2025 Award.
On April 20, 2026, the Issuer effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-200 (the "2026 Reverse Stock Split"), pursuant to which every 200 shares of the Issuer's common stock were combined into one share of common stock. Unless otherwise indicated, share amounts set forth below with respect to transactions occurring after the 2026 Reverse Stock Split, including the private placement described below, are presented on a post-2026 Reverse Stock Split basis.
On June 15, 2026, Huan Liu acquired 200,000 shares of the Issuer's Class B common stock in a private placement transaction pursuant to a securities purchase agreement entered into with the Issuer. The Reporting Person acquired such shares for an aggregate purchase price of US$400,000 at a price of $2.00 per share, using personal funds. The Reporting Person acquired such shares for investment purposes. The information set forth on the cover page of this Amendment is hereby incorporated by reference into this Item 4.
Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. |
| (a) | The percentage of class is calculated based on 2,955,935 shares of Class A common stock outstanding as of the date hereof, as provided by the Issuer to the Reporting Person on the same date. Pursuant to Rule 13d-3(d)(1) under the Act, the denominator of this percentage is the sum of (i) the 2,955,935 shares of Class A common stock outstanding as of the date hereof, (ii) the 2,579 shares of Class A common stock issuable to FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED upon conversion of its shares of Class B common stock, (iii) the 877 shares of Class A common stock issuable to the Reporting Person upon conversion of its shares of Class B common stock, and (iv) the 200,000 Class B common stock as described in Note to Row 7 and Row 9 contained herein. |
| (b) | The Reporting Person has sole voting and dispositive power over the 200,877 shares of Class B common stock of the Issuer.
The Reporting Person has shared voting and dispositive power over the 2,579 shares of Class B common stock held by FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED, a British Virgin Islands company, which is 100% owned by the Reporting Person. The registered address of FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, the British Virgin Islands. |