Form SCHEDULE 13G DSC Holdings Ltd. Filed by: Yao Junhong
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
DSC Holdings Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Junhong Yao | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
424,727,983.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
42.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Mr. Junhong Yao may be deemed to have beneficial ownership over (i) 109,469,909 Class B ordinary shares held of record by Binary Sky Limited, (ii) 221,822,694 Class B ordinary shares held of record by Cheche Group Limited, (iii) 89,229,380 Class A ordinary shares held of record by Crystal Gem Holdings Limited, and (iv) 4,206,000 Class A ordinary shares underlying equity awards held by Mr. Junhong Yao that have vested and are exercisable within 60 days as of June 30, 2026. Binary Sky Limited is 99% owned by Octonary Ocean Limited, which is in turn wholly owned by a discretionary trust for which TMF (Cayman) Ltd. acts as the trustee. Mr. Yao is the settlor and the first protector of such discretionary trust, retaining the investment and dispositive powers with respect to the assets of the trust. Mr. Yao and his family are the beneficiaries of the trust.
Note to Row 11: Based on the sum of (i) a total of 1,001,449,847 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the initial public offering of the Issuer, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26, 2026, including 670,157,244 Class A ordinary shares and 331,292,603 Class B ordinary shares; and (ii) 4,206,000 Class A ordinary shares underlying equity awards held by Mr. Junhong Yao that have vested and are exercisable within 60 days as of June 30, 2026. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Binary Sky Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
420,521,983.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: This represents (i) 109,469,909 Class B ordinary shares held of record by Binary Sky Limited, (ii) 221,822,694 Class B ordinary shares held of record by Cheche Group Limited, and (iii) 89,229,380 Class A ordinary shares held of record by Crystal Gem Holdings Limited. Both of Cheche Group Limited and Crystal Gem Holdings Limited are ultimately controlled by Binary Sky Limited.
Note to Row 11: Based on a total of 1,001,449,847 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26, 2026, including 670,157,244 Class A ordinary shares and 331,292,603 Class B ordinary shares.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cheche Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
311,052,074.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
34.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: This represents 221,822,694 Class B ordinary shares held of record by Cheche Group Limited and 89,229,380 Class A ordinary shares held of record by Crystal Gem Holdings Limited. Crystal Gem Holdings Limited is ultimately controlled by Cheche Group Limited.
Note to Row 11: Based on a total of 891,979,938 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the initial public offering of the Issuer, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26, 2026, including 670,157,244 Class A ordinary shares and 221,822,694 Class B ordinary shares held of record by Cheche Group Limited. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Crystal Gem Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
89,229,380.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: This represents 89,229,380 Class A ordinary shares held of record by Crystal Gem Holdings Limited as of June 30, 2026.
Note to Row 11: Based on 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the initial public offering of the Issuer, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
DSC Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
No. 2 Wangjiang North Road, Room 148, Zhongshan Community, Baiyun Street, Dongyang, Jinhua City, Zhejiang Province, China | |
| Item 2. | ||
| (a) | Name of person filing:
Mr. Junhong Yao
Binary Sky Limited
Cheche Group Limited
Crystal Gem Holdings Limited
This Schedule 13G is being filed jointly by Mr. Junhong Yao, Binary Sky Limited, Cheche Group Limited and Crystal Gem Holdings Limited (collectively, the "Reporting Persons"). Pursuant to the Joint Filing Agreement filed with this Schedule 13G as Exhibit 99.1, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Mr. Junhong Yao is No. 2 Wangjiang North Road, Room 148, Zhongshan Community, Baiyun Street, Dongyang, Jinhua City, Zhejiang Province, China.
The registered address of Binary Sky Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
The registered address of Cheche Group Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
The registered address of Crystal Gem Holdings Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. | |
| (c) | Citizenship:
Mr. Junhong Yao: People's Republic of China
Binary Sky Limited: British Virgin Islands
Cheche Group Limited: British Virgin Islands
Crystal Gem Holdings Limited: British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by this item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
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. | Certifications: |
Not Applicable
|
| 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.
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Exhibit Information
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Joint Filing Agreement |
ATTACHMENTS / EXHIBITS
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