UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2 to Schedule 13G)*
Under
the Securities Exchange Act of 1934
LOBO
EV TECHNOLOGIES LTD
(Name
of Issuer)
Ordinary
Share, $0.001 par value per share
(Title
of Class of Securities)
G00350101
(CUSIP
Number)
c/o
Gemini Mansion B 901, i Park
No.
18-17 Zhenze Rd, Xinwu District
Wuxi,
Jiangsu
People’s
Republic of China, 214111.
+86
510 88584252
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October
9, 2024
(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: ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
| * |
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 disclosures provided in a prior cover
page. |
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 (the “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).
| 1. |
Names
of Reporting Persons.
Wealthford
Capital Ltd.(1) |
| 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)
WC |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6. |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
3,674,320 |
| 8. |
Shared
Voting Power
0 |
| 9. |
Sole
Dispositive Power
3,674,320 |
| 10. |
Shared
Dispositive Power
0 |
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,674,320 |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. |
Percent
of Class Represented by Amount in Row (11)
47.23%(2) |
| 14. |
Type
of Reporting Person (See Instructions)
CO |
| 1. |
Names
of Reporting Persons.
Huajian
Xu |
| 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)
PF |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6. |
Citizenship
or Place of Organization
People’s
Republic of China |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
3,674,320 |
| 8. |
Shared
Voting Power
0 |
| 9. |
Sole
Dispositive Power
3,674,320 |
| 10. |
Shared
Dispositive Power
0 |
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,674,320 |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. |
Percent
of Class Represented by Amount in Row (11)
47.23%(2) |
| 14. |
Type
of Reporting Person (See Instructions)
IN |
(1)
Huajian Xu is the 90% shareholder and holds the voting and dispositive power over the ordinary shares of the Company (the
“Ordinary Share(s)”) held by Wealthford Capital Ltd.
(2)
Percentage is calculated based on 7,780,000 Ordinary Shares issued and outstanding based on the interim report on Form 6-K filed by
the issuer on September 30, 2024.
Item
1. Security and Issuer.
This
statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the Ordinary Shares of LOBO EV TECHNOLOGIES
LTD (the “Issuer”). The principal executive offices of the Issuer are located at Gemini Mansion B 901, i Park, No.
18-17 Zhenze Rd, Xinwu District, Wuxi, Jiangsu, People’s Republic of China, 214111. The Ordinary Shares are listed on the Nasdaq
Global Market under the symbol “LOBO”.
Item
2. Identity and Background.
| |
(a) |
Wealthford
Capital Ltd.
Huajian
Xu
Huajian
Xu owns 90% of issued and outstanding shares of Wealthford Capital Ltd. and is the sole director of Wealthford Capital Ltd. By virtue
of these relationships, Huajian Xu may be deemed to beneficially own the ordinary shares of the Issuer owned directly by Wealthford
Capital Ltd. |
| |
|
|
| |
(b) |
Principal
address of the Reporting Persons is c/o Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi, Jiangsu, People’s
Republic of China. |
| |
|
|
| |
(c) |
Wealthford
Capital Ltd. is a holding entity of Huajian Xu without material operations.
Mr. Xu is the sole director of Wealthford Capital
Ltd. |
| |
|
|
| |
(d)–(e) |
During
the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) 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) |
Wealthford
Capital Ltd. is a British Virgin Islands company.
Mr. Xu is citizen of People’s Republic of China. |
Item
3. Source and Amount of Funds or Other Consideration.
From
October 9, 2024 to October 11, 2024, the Reporting Persons purchased 84,000 Ordinary Shares of the Issuer in the aggregate through open
market purchases. The funds used to acquire the foregoing Ordinary Shares of the Issuer were provided through Mr. Xu’s personal
funds.
Item
4. Purpose of Transaction.
The
information furnished in Item 3 is hereby incorporated into this Item 4 by reference.
The
Reporting Persons acquired the Ordinary Shares of the Issuer reported herein for investment purposes. Although the Reporting Persons
have no present intention to acquire additional securities of the Issuer, the Reporting Persons intend to review the investment on a
regular basis and, as a result thereof and subject to applicable laws and regulations, may at any time or from time to time determine,
either alone or as part of a group, (i) to acquire additional securities of the Company, through open market purchases, privately negotiated
transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Company owned by the Reporting Persons in the
open market, in privately negotiated transactions or otherwise, or (iii) to take any other available course of action, which could involve
one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such
acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding
anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all
of such matters. In reaching any decision as to a course of action (as well as to the specific elements thereof), the Reporting Persons
currently expect to take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business
and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting
Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the
market price of the securities of the Issuer.
Item
5. Interest in Securities of the Issuer.
As
of October 11, 2024, the Reporting Persons beneficially own the number of Ordinary Shares set forth below. Percentage ownership is based
on 7,780,000 Ordinary Shares of the Issuer that were based on the interim report on Form 6-K filed by the issuer on September 30, 2024.
| |
(a)
- (b) |
The
applicable Reporting Persons may be deemed to beneficially own an aggregate of 3,674,320 Ordinary Shares. These Ordinary Shares represent
approximately 47.23% of the outstanding Ordinary Shares of the Issuer. By virtue of relationships between the Reporting Persons,
the Reporting Persons may be deemed to have sole voting and dispositive power with respect to the shares owned directly by Wealthford
Capital Ltd. |
| |
|
|
| |
(c) |
Schedule
I hereto sets forth the transactions in Ordinary Shares effected by the Reporting Persons in the past 60 days. |
| |
|
|
| |
(d) |
Except
as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the Ordinary Shares beneficially owned by the Reporting
Person as reported in this Statement. |
| |
|
|
| |
(e) |
Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Lock-Up
Agreement
In
connection with the initial public offering of the Issuer, the Reporting Persons entered into a lock-up agreement (the “Lock-up
Agreement”), pursuant to which they agreed, subject to certain exceptions, not to sell, transfer, or dispose of, directly or
indirectly, any of the Ordinary Shares or securities convertible into or exercisable or exchangeable for the Ordinary Shares for a period
of twelve (12) months after March 20, 2024.
References
to and descriptions of the Lock-up Agreement herein are qualified in their entirety by reference to Exhibit 99.1 to this Statement and
incorporated herein by reference.
Except
as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between such Reporting
Person and any other person with respect to any securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
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.
| Date: October 11, 2024 |
|
|
| |
Wealthford Capital Ltd. |
| |
|
|
| |
By: |
/s/ Huajian
Xu |
| |
Name: |
Huajian Xu |
| |
Title: |
Director |
| |
|
|
| |
By: |
/s/ Huajian Xu |
| |
Name: |
Huajian Xu |
SCHEDULE
I
The
following table lists all transactions completed by the Reporting Persons in the Ordinary Shares since August 12, 2024, which were all
completed through open market purchases.
| Date |
|
Price
per Share |
|
Number
of Ordinary Shares |
| 10/9/24 |
|
2.99 |
|
100 |
| |
|
|
|
|
| 10/9/24 |
|
3.00 |
|
16,561 |
| |
|
|
|
|
| 10/9/24 |
|
3.02 |
|
100 |
| |
|
|
|
|
| 10/9/24 |
|
3.03 |
|
3,239 |
| |
|
|
|
|
| 10/10/24 |
|
2.85 |
|
200 |
| |
|
|
|
|
| 10/10/24 |
|
2.88 |
|
200 |
| |
|
|
|
|
| 10/10/24 |
|
2.89 |
|
400 |
| |
|
|
|
|
| 10/10/24 |
|
2.90 |
|
19,472 |
| |
|
|
|
|
| 10/10/24 |
|
2.95 |
|
3,900 |
| |
|
|
|
|
| 10/10/24 |
|
2.98 |
|
100 |
Exhibit 99.1
Exhibit 99.2
LOBO EV Technologies (NASDAQ:LOBO)
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LOBO EV Technologies (NASDAQ:LOBO)
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