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| CUSIP No. 90089L108 |
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Explanatory Note: This Amendment No.3 (“Amendment No. 3”) amends
and supplements the statement on Schedule 13D originally filed by the Reporting Persons on November 15, 2022 and as amended by Amendment No. 1 and Amendment No. 2 on Schedule 13D filed by the Reporting Persons on January 17, 2024 and
April 9, 2024, respectively (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D. The Reporting
Persons are voluntarily filing this report, as the Issuer previously filed a Form 15 with the U.S. Securities and Exchange Commission on February 8, 2024 in connection with the Company’s termination and suspension of its registration and
reporting obligations, respectively.
| Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is hereby amended as below:
All of the reported shares held by Gray Jade, Mo Star, THC, Brown Jade and Mo Chen were acquired by each Reporting Person prior to the
Issuer’s initial public offering on April 14, 2021, as disclosed in the Issuer’s prospectus dated April 14, 2021.
On November 9,
2022, White Marble LLC, White Marble International Limited (collectively, the “White Marble Entities”) and Mr. Chen entered into a voting agreement (the “Voting Agreement”) and an irrevocable proxy and power of attorney (the
“Irrevocable Proxy”). Pursuant to the Voting Agreement, the White Marble Entities agreed to vote all shares of common stock of the Issuer they beneficially own and may from time to time acquire beneficial ownership over (the “Subject
Shares”) as directed by Mr. Chen (the “Voting Arrangement”). The Irrevocable Proxy authorized Mr. Chen to exercise the voting rights represented by the Subject Shares on a bona fide and irrevocable basis. The Voting Agreement shall
remain in full force and effect until the mutual agreement of the parties thereto, and the Irrevocable Proxy shall terminate upon the earlier to occur of (i) the two year anniversary of the date thereof and (ii) mutual agreement of the parties
thereto in writing to terminate it. On November 9, 2024, the Irrevocable Proxy terminated pursuant to its terms. However, the Voting Agreement, and the Voting Arrangement thereunder, remain in full force and effect. As such, the White Marble
Entities must vote all the Subject Shares and take all actions as directed by Mr. Chen, even though the Irrevocable Proxy as a method of carrying out the Voting Arrangement via Mr. Chen acting as an attorney-in-fact has ended.
The foregoing description of each of the Voting Agreement and the Irrevocable Proxy does not purport to be complete and is qualified in its
entirety by reference to, respectively, the complete text of the Voting Agreement, which is attached to this Schedule 13D as Exhibit 99.2 and incorporated by reference, and the complete text of the Irrevocable Proxy, which is attached to this
Schedule 13D as Exhibit 99.3 and incorporated by reference.
| Item 4. |
Purpose of Transaction |
Item 4 of Schedule 13D is hereby amended and supplemented to add the following before the last paragraph:
On November 9, 2024, the Irrevocable Proxy expired upon the two-year anniversary of the date thereof pursuant to its terms. The Voting
Agreement, and the Voting Arrangement thereunder, remain in full force and effect unless and until terminated by mutual agreement, and therefore, the White Marble Entities must vote all the Subject Shares and take all actions as directed by Mr.
Chen, even though the Irrevocable Proxy as a method of carrying out the Voting Arrangement via Mr. Chen acting as an attorney-in-fact has ended. As a result of the Voting Arrangement, Mr. Chen controls approximately 57.9% of the Issuer’s voting
power, consisting of (i) 6,292,314 shares of Class A Common Stock held by Brown Jade, (ii) 75,000 shares of Class A Common Stock held by THC, (iii) 12,000,000 shares of Class B common stock, $0.0001 par value per share, of the Issuer (the
“Class B Common Stock”) held by Gray Jade, (iv) 13,367,314 shares of Class A Common Stock held by White Marble LLC and (v) 12,000,000 shares of Class B Common Stock held by White Marble International Limited. Each holder of Class A Common
Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share on all matters to be voted on by stockholders generally. The voting power of the stock beneficially owned is calculated based on (i)
208,618,399 shares of Class A Common Stock issued and outstanding as of October 28, 2024, and (ii) 24,000,000 shares of Class B Common Stock issued and outstanding as of October 28, 2024, as disclosed by the Issuer to the Reporting Persons. As a
result, Mr. Chen has the ability to control the outcome of matters submitted to the Issuer’s stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of the Issuer’s
assets. In addition, Mr. Chen may be deemed to control the Issuer’s affairs as a result of his ability to control the election of directors to the board of directors of the Issuer.
| Item 5. |
Interest in Securities of the Issuer |
Item 5(a)-(b) of Schedule 13D is hereby amended as follows:
Items 7 through 11 and 13 (including the footnotes thereto) of each of the cover pages of this Schedule 13D are incorporated by reference into
this Item 5.
As each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten
votes, the voting power of the stock beneficially owned represented approximately 57.9% of the total outstanding voting power of the Issuer, calculated based on (i) 208,618,399 shares of Class A Common Stock issued and outstanding as of October 28,
2024, and (ii) 24,000,000 shares of Class B Common Stock issued and outstanding as of October 28, 2024, as disclosed by the Issuer to the Reporting Persons.
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