IZM Group Inc. received a Schedule 13G showing significant insider ownership of its Class A ordinary shares on an as-converted basis. Xuyan Development Limited, a British Virgin Islands company wholly owned by Lei Xia, beneficially owns 1,719,500 Class B ordinary shares, representing 14.3% of the Class A share class assuming conversion. Lei Xia beneficially owns a total of 2,219,500 shares (both Class A and Class B), or 18.5% of the Class A share class on an as-converted basis.
Each Class A share carries 1 vote, while each Class B share carries 10 votes, giving Lei Xia substantial voting power. The percentages are based on 12,018,110 Class A shares, including 8,188,610 Class A shares outstanding and 3,829,500 Class A shares issuable upon conversion of Class B shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ICZOOM Group Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.16 per share
(Title of Class of Securities)
G4760B100
(CUSIP Number)
12/31/2025
(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)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G4760B100
1
Names of Reporting Persons
Xuyan Development Limited
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,719,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,719,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,719,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) Represents 1,719,500 Class B ordinary shares, par value $0.16 per share (the "Class B Ordinary Shares") of ICZOOM Group Inc. (the "Issuer") directly held by Xuyan Development Limited, a British Virgin Islands company ("Xuyan Development"), which is wholly owned by Mr. Lei Xia ("Mr. Xia"). Accordingly, Mr. Xia is deemed to have voting, dispositive or investment powers over Xuyan Development. Each Class A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Xuyan Development maintains the right to convert its Class B Ordinary Shares into Class A ordinary shares, par value $0.16 per share of the Issuer (the "Class A Ordinary Shares") at any time, in its sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.
(2) Based on an aggregate of 12,018,110 Class A Ordinary Shares, including (i) 8,188,610 Class A Ordinary Shares issued and outstanding as of the date hereof, and (ii) 3,829,500 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares.
SCHEDULE 13G
CUSIP No.
G4760B100
1
Names of Reporting Persons
Lei Xia
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,219,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,219,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,219,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Represents (i) 1,719,500 Class B Ordinary Shares held by Xuyan Development, (ii) 250,000 Class B Ordinary Shares directly held by Mr. Xia, and (iii) 250,000 Class A Ordinary Shares issued upon exercise of options on September 5, 2024. Each Class A Ordinary Shares entitles to 1 vote and each Class B Ordinary Shares entitles to 10 votes. Mr. Xia maintains the right to convert its Class B Ordinary Shares into Class A Ordinary Shares at any time, in his sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.
(2) Based on an aggregate of 12,018,110 Class A Ordinary Shares, including (i) 8,188,610 Class A Ordinary Shares issued and outstanding as of the date hereof, and (ii) 3,829,500 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ICZOOM Group Inc.
(b)
Address of issuer's principal executive offices:
Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road Futian District, Shenzhen, Guangdong, China, 518000
Item 2.
(a)
Name of person filing:
(i) Xuyan Development Limited
(ii) Lei Xia
(b)
Address or principal business office or, if none, residence:
(i) Xuyan Development Limited: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000
(ii) Lei Xia: c/o ICZOOM Group Inc., Room 3801, Building A, Sunhope e METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen, Guangdong, China, 518000
(c)
Citizenship:
(i) Xuyan Development Limited: a company incorporated in the British Virgin Islands
(ii) Lei Xia: The United State of America
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.16 per share
(e)
CUSIP No.:
G4760B100
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 associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
(i) Xuyan Development Limited: 1,719,500 Class B Ordinary Shares directly held by Xuyan Development.
(ii) Lei Xia: 2,219,500, including (1) 1,719,500 Class B Ordinary Shares held by Xuyan Development, (ii) 250,000 Class B Ordinary Shares directly held by Mr. Xia, and (3) 250,000 Class A Ordinary Shares issued upon exercise of options on September 5, 2024.
(b)
Percent of class:
(i) Xuyan Development Limited: 14.3%
(ii) Lei Xia: 18.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Xuyan Development Limited: 1,719,500
Lei Xia: 2,219,500
(ii) Shared power to vote or to direct the vote:
Xuyan Development Limited: 0
Lei Xia: 0
(iii) Sole power to dispose or to direct the disposition of:
Xuyan Development Limited: 1,719,500
Lei Xia: 2,219,500
(iv) Shared power to dispose or to direct the disposition of:
Xuyan Development Limited: 0
Lei Xia: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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
Item 10.
Certifications:
Not Applicable
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.
What stake in IZM Group Inc. does Xuyan Development Limited report on Schedule 13G?
Xuyan Development Limited reports beneficial ownership of 1,719,500 Class B ordinary shares, equal to 14.3% of IZM’s Class A share class on an as-converted basis. These shares are fully controlled by Xuyan and may be converted into Class A shares one-for-one.
How many IZM shares does Lei Xia beneficially own according to this Schedule 13G?
Lei Xia beneficially owns 2,219,500 shares, representing 18.5% of IZM’s Class A share class on an as-converted basis. This includes 1,719,500 Class B shares via Xuyan, 250,000 Class B shares directly, and 250,000 Class A shares from option exercises.
What is the voting power difference between IZM’s Class A and Class B ordinary shares?
Each IZM Class A ordinary share carries one vote, while each Class B ordinary share carries ten votes. This structure means holders of Class B shares, including Xuyan Development and Lei Xia, have substantially higher voting influence relative to their economic ownership percentage.
On what share count are the IZM ownership percentages in this Schedule 13G based?
The reported 14.3% and 18.5% ownership stakes are based on 12,018,110 Class A ordinary shares. This figure includes 8,188,610 Class A shares issued and outstanding plus 3,829,500 Class A shares issuable upon conversion of all Class B ordinary shares.
What types of IZM securities does Lei Xia hold directly versus through Xuyan Development?
Lei Xia indirectly holds 1,719,500 Class B ordinary shares through Xuyan Development and directly holds 250,000 Class B ordinary shares. He also directly holds 250,000 Class A ordinary shares that were issued upon exercise of stock options on September 5, 2024.
Can Xuyan Development convert its IZM Class B ordinary shares into Class A shares?
Yes. Xuyan Development may convert its 1,719,500 Class B ordinary shares into Class A ordinary shares at any time, at its sole discretion, on a one-for-one basis. Converted Class A shares would then carry the same one-vote-per-share right as existing Class A shares.
