SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
Ehang Holdings Limited
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
26853E 10 2 **
(CUSIP Number)
December 31, 2022
(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.
** CUSIP number 26853E 10 2 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol “EH.” Each ADS represents two Class A Ordinary Shares of the Issuer. No CUSIP number has been assigned to the Class A Ordinary Shares of the Issuer.
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).
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware, United States of America
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) PN
| |
| (1) | This statement on Schedule 13G is filed by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P., GGV Capital V L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 2
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware, United States of America
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) PN
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 3
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Delaware, United States of America
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) OO
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 4
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Singapore
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) IN
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 5
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization United States of America
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) IN
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 6
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization Singapore
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) IN
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 7
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization United States of America
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) IN
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 8
| CUSIP No. 26853E 10 2 | 13G |
| 1. | Names
of Reporting Persons
| |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) ¨ | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization United States of America
| |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. | Sole Voting Power
|
| 6. | Shared Voting Power 0 ordinary shares
| |
| 7. | Sole Dispositive Power
| |
| 8. | Shared Dispositive Power 0 ordinary shares
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row 9 0.0% of Class A Ordinary Shares (0.0% of ordinary shares)
| |
| 12. | Type of Reporting Person (see instructions) IN
| |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Page 9
| CUSIP No. 26853E 10 2 | 13G |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A ordinary shares, par value $0.0001 per share Ehang Holdings Limited (the “Issuer”).
| Item 1(a). | Name of Issuer: |
| Ehang Holdings Limited |
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
| Building #C, Yixiang Technology Park No. 72 | |
| Nanxiang 2nd Road | |
| Guangzhou F4 510700 | |
| People’s Republic of China |
| Item 2(a). | Name of Person(s) Filing: |
| GGV Capital V L.P. | |
| GGV Capital V Entrepreneurs Fund L.P. | |
| GGV Capital V L.L.C. | |
| Jixun Foo | |
| Glenn Solomon | |
| Jenny Hong Wei Lee | |
| Jeffrey Gordon Richards | |
| Hans Tung |
| Item 2(b). | Address of Principal Business Office: |
| GGV Capital | |
| 3000 Sand Hill Road, Suite 4-230 | |
| Menlo Park, California 94025 | |
| United States of America |
| Item 2(c). | Citizenship or Place of Organization: |
| Name | Citizenship or Place of Organization |
| 1. GGV Capital V L.P. | Delaware, United States of America |
| 2. GGV Capital V Entrepreneurs Fund L.P. | Delaware, United States of America |
| 3. GGV Capital V L.L.C. | Delaware, United States of America |
| 4. Jixun Foo | Singapore |
| 5. Glenn Solomon | United States of America |
| 6. Jenny Hong Wei Lee | Singapore |
| 7. Jeffrey Gordon Richards | United States of America |
| 8. Hans Tung | United States of America |
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value $0.0001 per share
| Item 2(e). | CUSIP Number: |
26853E 10 2. This CUSIP number applies to the American Depositary Shares of the Issuer, each representing two Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Class A ordinary shares.
Page 10
| CUSIP No. 26853E 10 2 | 13G |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the Class A Ordinary Shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2022:
| Reporting Persons | Shares Held Directly |
Shared Voting Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage
of Class A Ordinary Shares | |||||||||
| GGV Capital V L.P. | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| GGV Capital V Entrepreneurs Fund L.P. | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| GGV Capital V L.L.C. | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| Jixun Foo | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| Glenn Solomon | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| Jenny Hong Wei Lee | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| Jeffrey Gordon Richards | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| Hans Tung | 0 | 0 | 0 | 0 | 0.0% of Class A Ordinary Shares (0.0% of ordinary shares) | |||||||||
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| 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: |
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. | Certification: |
Not applicable.
Page 11
SIGNATURES
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.
Dated: February 14, 2023
| GGV Capital V L.P. | ||
| BY: GGV Capital V L.L.C. | ||
| ITS: General Partner | ||
| By: | /s/ Terence Jen | |
| Terence Jen | ||
| Attorney-in-fact | ||
| GGV CAPITAL V ENTREPRENEURS FUND L.P. | ||
| BY: GGV Capital V L.L.C. | ||
| ITS: General Partner | ||
| By: | /s/ Terence Jen | |
| Terence Jen | ||
| Attorney-in-fact | ||
| GGV Capital V L.L.C. | ||
| By: | /s/ Terence Jen | |
| Terence Jen | ||
| Attorney-in-fact | ||
| /s/ Jixun Foo | ||
| Jixun Foo | ||
| /s/ Glenn Solomon | ||
| Glenn Solomon | ||
| /s/ Jenny Hong Wei Lee | ||
| Jenny Hong Wei Lee | ||
| /s/ Jeffrey Gordon Richards | ||
| Jeffrey Gordon Richards | ||
| /s/ Hans Tung | ||
| Hans Tung | ||
Page 12