| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A & Class B Ordinary Shares, Class A & Class A II Preference Shares, par value of $0.00005 per share |
| (b) | Name of Issuer:
SOLAI Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
428 South Seiberling Street, Akron,
OHIO
, 44306. |
Item 1 Comment:
This Amendment No. 3 amends and supplements the statement on Schedule 13D jointly filed with the Securities and Exchange Commission (the "SEC") on April 14, 2021 by the Reporting Persons, as previously amended and supplemented by the Amendment No. 1 to Schedule 13D filed on April 4, 2022 and the Amendment No. 2 to Schedule 13D filed on March 3, 2023 (as so amended, the "Original Schedule 13D"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
This Amendment No. 3 relates to the Ordinary Shares, the Class A Preference Shares and the Class A II Preference Shares of the Issuer. The Ordinary Shares of the Issuer consist of Class A Ordinary Shares, par value $0.00005 per share, and Class B Ordinary Shares, par value $0.00005 per share. The par value of each of the Class A Preference Shares and the Class A II Preference Shares is $0.00005, respectively.
American depositary shares (the "ADSs," and each, an "ADS"), each representing one hundred Class A Ordinary Shares, of the Issuer are listed on the New York Stock Exchange under the symbol "SLAI" (previously traded under "BTCM"). |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D/A is being jointly filed by:
(i) LAW Man San Vincent ("Mr. Law");
(ii) Delite Limited ("Delite"), a British Virgin Islands company; and
(iii) Good Luck Capital Limited ("Good Luck"), a British Virgin Islands company.
(together, the "Reporting Persons," and each, a "Reporting Person"), pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act with respect to the transaction described in Item 4 of this Schedule 13D.
Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs), the Class A Preference Shares, and the Class A II Preference Shares held by each other Reporting Person.
The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). |
| (b) | The principal business address of
(i) Mr. Law is 428 South Seiberling Street, Akron, Ohio 44306, United States of America,
(ii) Delite is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, and
(iii) Good Luck is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands. |
| (c) | (i) Mr. Law is a major founder and executive director of the Issuer.
(ii) Delite is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Delite and its assets, and he is the sole director of Delite. Delite does not have any executive officers.
(iii) Good Luck is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Good Luck and its assets, and is the sole director of Good Luck. Good Luck doesn't have any executive officers. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons 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) | (i) Mr. Law is a citizen of Hong Kong Special Administrative Region ("Hong Kong"), the PRC.
(ii) Delite is a British Virgin Islands company.
(ii) Good Luck is a British Virgin Islands company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Good Luck and the Issuer entered into a supervoting share subscription agreement on November 10, 2025 (the "Supervoting Share Subscription Agreement"), a copy of which is attached hereto as Exhibit B. The description of the Supervoting Share Subscription Agreement contained herein is qualified in its entirety by reference to Exhibit B, which is incorporated herein by reference. Pursuant to the Supervoting Share Subscription Agreement, Good Luck agreed to subscribe for, and the Issuer agreed to issue to Good Luck, 65,000 Class A II Preference Shares for a total consideration of $65,000 (the "Share Subscription"). On November 18, 2025, the Share Subscription was closed and Good Luck became the owner of 65,000 Class A II Preference Shares.
Each holder of Class A II preference shares is entitled to 400,000 votes per share. Following the completion of the Share Subscription, Mr. Law's aggregated voting power increased to approximately 93.8% (based on the voting power of all of the Issuer's holders of Class A Ordinary Shares, Class B Ordinary Shares, Class A Preference Shares, and Class A II Preference Shares as a single class as of the date of this Schedule 13D).
The issuance of the Class A II Preference Shares is in recognition of Mr. Law's valuable contribution to the Issuer in guiding its transition from a pure-play cryptocurrency mining company into a cryptocurrency infrastructure company in the Solana ecosystem and to closely align Mr. Law with the Issuer's long-term strategic vision.
The source of the funds was the working capital of Good Luck. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The information set forth in Item 3 is hereby incorporated by reference in this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of the securities identified by Item 1 that are beneficially owned by each of the Reporting Persons is set forth in rows (11) and (13) of the cover pages to this Amendment No. 3 to Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
Mr. Law and Ms. Ping Yuan ("Ms. Yuan") are husband and wife. Ms. Yuan beneficially owns 10,260,008 Ordinary Shares as of the date of this filing composed of 8 Class B Ordinary Shares and 102,600ADSs which represent 102,260,000 Class A Ordinary Shares directly owned by Smart Mega Holdings Limited ("Smart Mega") as described below. Each of Mr. Law and Ms. Yuan expressly disclaims beneficial ownership for all purpose of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs), the Class A Preference Shares, and the Class A II Preference Shares beneficially owned by each other.
Smart Mega directly holds 8 Class B Ordinary Shares and owns 102,600 ADSs which represent 10,260,000 Class A Ordinary Shares. Smart Mega is a British Virgin Islands company with its principal business address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Smart Mega is 100% owned by Ms. Yuan, wife of Mr. Law. Ms. Yuan indirectly holds all voting and investment powers of Smart Mega and its assets, and is the sole director of Smart Mega. Pursuant to Section 13(d) of the Securities Exchange Act and the rules promulgated thereunder, Ms. Yuan may be deemed to beneficially own all of the Ordinary Shares held by Smart Mega.
Except as disclosed in this Amendment No. 3, none of the Reporting Persons beneficially owns any Ordinary Shares, Class A Preference Shares or Class A II Preference Shares or has the right to acquire any Ordinary Shares, Class A Preference Shares or Class A II Preference Shares.
Except as disclosed in this Amendment No. 3, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares, the Class A Preference Shares or Class A II Preference Shares which it may be deemed to beneficially own. |
| (b) | The number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition is set forth in rows (7) through (10) of the cover pages to this Amendment No. 3 to Schedule 13D, and such information is incorporated herein by reference. |
| (c) | Not applicable. |
| (d) | Except as disclosed in this Amendment No. 3, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares, the Class A Preference Shares, and the Class A II Preference Shares beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.
The Supervoting Share Subscription Agreement contains customary representations and warranties from each of the Issuer and Good Luck. The key terms associated with the Class A II Preference Shares set forth in the Supervoting Share Subscription Agreement are summarized as follows:
(1) Each Class A II Preference Share is entitled to 400,000 votes;
(2) The Class A II Preference Shares cannot be converted into Class A Ordinary Shares or Class B Ordinary Shares or ADSs, each representing one-hundred Class A Ordinary Shares;
(3) The Class A II Preference Shares are not entitled to receive dividends; and
(4) Good Luck is entitled to transfer any Class A II Preference Shares to any affiliate. Good Luck would be entitled to transfer any Class A II Preference Shares to any non-affiliate party, provided that such transfer is approved by the board of directors of the Issuer by a majority vote.
The foregoing description of the Supervoting Share Subscription Agreement does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the Supervoting Share Subscription Agreement which is filed as Exhibit B hereto and is incorporated herein by reference.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit
No. Exhibit Description
---------- ---------------------------
A Joint Filing Agreement, dated as of January 9, 2026, by and between the Reporting Persons.
B Supervoting Share Subscription Agreement, dated as of November 10, 2025, by and between the Issuer and Good Luck. |
