ZEEKR (NYSE: ZK) merger closes, Geely assumes control and delists ADSs

Rhea-AI Filing Summary

ZEEKR Intelligent Technology Holding Ltd filed an amended beneficial ownership report reflecting the completion of its previously announced merger with a subsidiary of Geely Automobile Holdings Limited. At the merger’s effective time, each ZEEKR ordinary share (other than excluded and dissenting shares and those represented by ADSs) was cancelled in exchange for either US$2.687 in cash or 1.23 Geely Auto ordinary shares, at the election of the holder. Each ADS was cancelled in exchange for either US$26.87 in cash or 12.3 Geely Auto shares, to be delivered as American depositary shares representing Geely Auto shares.

Following the merger, ZEEKR became a privately held, indirect wholly owned subsidiary of Geely Auto, with one ordinary share of the surviving company held by Luckview Group Limited and deemed beneficially owned by Shufu Li. The ADSs will be removed from the New York Stock Exchange, registration of the ordinary shares and ADSs will be withdrawn after the Form 25 becomes effective, and ZEEKR intends to suspend and ultimately terminate its reporting obligations by filing Form 15.

Insights

Equity ownership and corporate actions analyst

ZEEKR’s merger has closed, taking the company private under Geely.

The amendment shows that the merger between ZEEKR and a Geely Auto subsidiary has closed, with all ordinary shares and ADSs cancelled in exchange for cash or Geely Auto shares. The consideration is stated as US$2.687 per ordinary share and US$26.87 per ADS, or fixed Geely Auto share amounts, and total consideration is valued at approximately $2,398 million.

After the merger, ZEEKR became a privately held, indirect wholly owned subsidiary of Geely Auto, and only one ordinary share of the surviving company is outstanding, held by Luckview Group Limited and deemed beneficially owned by Shufu Li. The amendment clarifies that, apart from this surviving share, the reporting persons no longer beneficially own ZEEKR ordinary shares for Exchange Act purposes.

The document also indicates that the ADSs will be removed from the New York Stock Exchange via a Form 25 filing and that ZEEKR intends to file Form 15 to suspend and later terminate its reporting obligations under the Exchange Act. Subsequent company filings referenced here may provide additional detail on Geely Auto’s funding mix and post-merger structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

ZEEKR Intelligent Technology Holding Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0002 per share

(Title of Class of Securities)

98923K103

(CUSIP Number)

ZEEKR Intelligent Technology
Rm2301 Bldg1, Dadao Wangchao Shangwu Ctr, Yingfeng Street, Xiaoshan District
Hangzhou, Zhejiang Province, F4, 311215
86 400-003-6036

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/22/2025

(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

CUSIP No. 98923K103

1

Name of reporting person

GHGK Innovation Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 98923K103

1

Name of reporting person

Shufu Li

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1.00

11

Aggregate amount beneficially owned by each reporting person

1.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents one ordinary share, par value $0.0002 per share (the "Ordinary Share"), of ZEEKR Intelligent Technology Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (the "Issuer" or "the Company"), which, as of the Effective Time (as defined below), is directly held by Luckview Group Limited ("Luckview"), a limited company incorporated in the British Virgin Islands wholly owned by Geely Automobile Holdings Limited ("Geely Auto"), a Cayman Islands incorporated company with limited liability and listed on the Stock Exchange of Hong Kong under stock code "0175," over which Shufu Li ("Mr. Li") exercises control power, as disclosed in Item 4 below and as separately reported in another Schedule 13D, as amended from time to time, filed with the SEC by Geely Auto and Luckview (collectively, the "Geely Reporting Persons"). Mr. Li disclaims beneficial ownership to the Ordinary Share held by Luckview, except to the extent of his pecuniary interest in such Ordinary Share. Row 13 represents the percentage that is calculated based on a total of one Ordinary Share of the Issuer issued and outstanding as of the Effective Time as disclosed in Item 4 below.

SCHEDULE 13D

CUSIP No. 98923K103

1

Name of reporting person

Ningbo Jikong Enterprise Management Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 98923K103

1

Name of reporting person

Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0002 per share
(b)	Name of Issuer: ZEEKR Intelligent Technology Holding Ltd
(c)	Address of Issuer's Principal Executive Offices: Rm2301 Bldg1, Dadao Wangchao Shangwu Ctr, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang Province, CHINA , 311215.
Item 1 Comment: This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Statement on Schedule 13D originally filed with the SEC on November 21, 2024 (as amended to date, the "Statement") and is being filed by (i) Mr. Li, (ii) Ningbo Jikong Management, (iii) Ningbo Jikong Partnership, and (iv) GHGK (collectively, the "Reporting Persons") in respect of the Ordinary Shares of the Issuer. Capitalized terms used herein without definition in this Amendment No. 5 shall have the meaning set forth in the Statement. CUSIP number 98923K103 has been assigned to the American depositary shares of the Issuer (the "ADSs"), which are quoted on the New York Stock Exchange under the symbol "ZK."
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented by inserting the following: The total consideration for the Ordinary Shares and ADSs payable by Geely Auto in connection with the Merger was valued at approximately $2,398 million (based on the cash consideration amount of $2.687 per Ordinary Share and $26.87 per ADS of the Issuer). Geely Auto will issue Geely Shares and use its cash on balance and debt financing to fund the acquisition of the Ordinary Shares and ADSs in the Merger, as separately reported in another Schedule 13D, as amended from time to time, filed with the SEC by the Geely Reporting Persons.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented by inserting the following: On December 22, 2025, the previously disclosed Merger closed and the Company and Merger Sub filed the plan of merger with the Registrar of Companies of the Cayman Islands on the same day. As a result of the Merger, the Company became a privately held company and an indirect wholly-owned subsidiary of Geely Auto. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"): (i) each Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any Ordinary Share represented by the ADSs, Excluded Shares, Dissenting Shares and Purported Dissenting Shares (each as defined in the Merger Agreement)) was cancelled in exchange for the right to receive, at the option of the holder thereof, without any interest, either (a) US$2.687 in cash or (b) 1.23 ordinary shares of Geely Auto (the "Geely Shares"); and (ii) each ADS issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), together with the Ordinary Shares represented by such ADS, was cancelled in exchange for the right to receive, at the option of the holder thereof, without any interest, (a) US$26.87 in cash or (b) 12.3 Geely Shares, which will be delivered in the form of American depositary share each representing and exchangeable for twenty (20) Geely Shares. In addition, at the Effective Time, each Ordinary Share issued and outstanding immediately prior to the Effective Time held by Luckview was, as an Excluded Share under the Merger Agreement, cancelled for no consideration. As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including New York Stock Exchange ("NYSE"), and the ADS program for the Ordinary Shares will terminate. The Company has requested that NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC") to remove the ADSs from listing on NYSE and withdraw registration of the Ordinary Shares and ADSs representing such Ordinary Shares under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately 10 days. The Issuer's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 (a) to (e) of the Statement are hereby amended and restated in its entirety as follows: As a result of the Merger, all Ordinary Shares beneficially owned by the Reporting Persons immediately prior to the Effective Time were cancelled at the Effective Time and, as a result, each of the Reporting Persons no longer beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares, except that as of the Effective Time, (i) Luckview holds one Ordinary Share of the Company as the surviving company of the Merger, representing 100% of the surviving company's Ordinary Shares issued and outstanding as of the Effective Time, as separately reported in another Schedule 13D, as amended from time to time, filed with the SEC by the Geely Reporting Persons and (ii) Shufu Li may be deemed to beneficially own the ordinary share of the surviving company held by Luckview. The percentage of Ordinary Shares beneficially owned by the Reporting Persons is based on one ordinary share of the surviving company issued and outstanding as of the Effective Time. The responses of each Reporting Person to Rows (7) through (11) and (13) of the cover pages of this Amendment No. 5 are hereby incorporated by reference in this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.
(b)	See Item 5(a) above.
(c)	Except as described in Item 4, none of the Reporting Persons has effected any transaction in the Ordinary Shares or ADSs of the Issuer during the past 60 days.
(d)	Except as set forth in the Statement, 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 beneficially owned by the Reporting Persons.
(e)	As of the Effective Time, each of the Reporting Persons, other than Shufu Li as disclosed in Item 5(a) above, ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Issuer.

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.

GHGK Innovation Limited

Signature:	/s/ Donghui Li
Name/Title:	Donghui Li/Director
Date:	12/22/2025

Shufu Li

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li
Date:	12/22/2025

Ningbo Jikong Enterprise Management Co., Ltd.

Signature:	/s/ Donghui Li
Name/Title:	Donghui Li/Legal Representative
Date:	12/22/2025

Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership)

Signature:	/s/ Weilie Ye
Name/Title:	Weilie Ye/Authorized Representative of General Partner
Date:	12/22/2025

FAQ

What major transaction involving ZEEKR Intelligent Technology (ZK) is described?

The content describes the closing of a merger in which ZEEKR Intelligent Technology Holding Ltd became a privately held, indirect wholly owned subsidiary of Geely Automobile Holdings Limited.

What consideration did ZEEKR (ZK) shareholders receive in the merger?

Each ordinary share (excluding certain categories) was cancelled for the right to receive either US$2.687 in cash or 1.23 Geely Auto ordinary shares, at the holder’s option.

What did ZEEKR ADS holders receive in the merger?

Each ADS was cancelled for the right to receive either US$26.87 in cash or 12.3 Geely Auto shares, delivered in the form of American depositary shares each representing twenty Geely Auto shares.

What is the total value of the ZEEKR merger consideration?

The total consideration for the ZEEKR ordinary shares and ADSs payable by Geely Auto in the merger is valued at approximately $2,398 million, based on the stated per-share and per-ADS cash amounts.

What happens to ZEEKR’s ADS listing on the New York Stock Exchange?

As a result of the merger, the ADSs will no longer be listed on any securities exchange, including the NYSE, and the company has requested that NYSE file a Form 25 to remove the ADSs from listing and withdraw registration.

Will ZEEKR (ZK) continue to file reports with the SEC?

ZEEKR intends to file Form 15 to suspend its reporting obligations under the Exchange Act. These obligations will be suspended upon filing Form 15 and will terminate once deregistration becomes effective after the Form 25 process.

Who beneficially owns ZEEKR’s surviving ordinary share after the merger?

At the effective time, Luckview Group Limited holds one ordinary share of the surviving company, representing 100% of the surviving company’s outstanding ordinary shares, and Shufu Li may be deemed to beneficially own that share.