Form SCHEDULE 13G/A Intchains Group Ltd Filed by: Qiang Ding
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Intchains Group Ltd (Name of Issuer) |
Class A ordinary shares, par value US$0.000001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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
Intchain DQ Asset Holding 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
25,961,500.00 | ||||||||
| 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)
21.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1)The value in rows 5 and 7 represents 25,961,500 Class B ordinary shares held of record by Intchain DQ Asset Holding Limited as of March 31, 2026.
(2) The calculation in row 11 is on an as-converted basis based on: (i) a numerator of 25,961,500, and (ii) a denominator that is the sum of (x) 57,431,614, the number of the Issuer's Class A ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer, and (y) 63,992,240, the number of the Issuer's total Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. The ownership percentage would be 26.32%, if calculated on a partially-diluted basis based on (i) a numerator of 25,961,500 and (ii) a denominator of 98,624,034, which equals the total number of the Issuer's Class A ordinary shares outstanding as of December 31, 2025, together with the 41,192,420 Class B ordinary shares held by the Reporting Person. The ownership percentage would be 40.57% if calculated based solely on an aggregate of 63,992,240 Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into a 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
Intchains DQ Holding 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
3,000,000.00 | ||||||||
| 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)
2.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 3,000,000 Class B ordinary shares held of record by Intchain DQ Holding Limited as of March 31, 2026.
(2) The calculation in row 11 is on as-converted basis based on: (i) a numerator of 3,000,000, and (ii) a denominator that is the sum of (x) 57,431,614, the number of the Issuer's Class A ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer, and (y) 63,992,240, the number of the Issuer's total Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. The ownership percentage would be 3.04%, if calculated on a partially diluted basis based on (i) a numerator of 3,000,000 and (ii) a denominator of 98,624,034, which equals the total number of the Issuer's Class A ordinary shares outstanding as of December 31, 2025, together with the 41,192,420 Class B ordinary shares held by the Reporting Person. The ownership percentage would be 4.67% if calculated based solely on an aggregate of 63,992,240 Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into a 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
Intchains CHX1 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
5,912,120.00 | ||||||||
| 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)
4.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 5,912,120 Class B ordinary shares held of record by Intchain CHX1 Limited as of March 31, 2026.
(2) The calculation in row 11 is on as-converted basis: (i) the numerator is 5,912,120, and (ii) the denominator is the sum of (x) 57,431,614, the number of the Issuer's Class A ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer, and (y) 63,992,240, the number of the Issuer's total Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. The ownership percentage would be 5.99%, if calculated on a partially-diluted based on (i) a numerator of 5,912,120 and (ii) a denominator of 98,624,034, which equals the total number of the Issuer's Class A ordinary shares outstanding as of December 31, 2025, together with the 41,192,420 Class B ordinary shares held by the Reporting Person. The ownership percentage would be 9.24% if calculated based solely on an aggregate of 63,992,240 Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into a 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
Intchains CHX2 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
6,318,800.00 | ||||||||
| 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)
5.20 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 6,318,800 Class B ordinary shares held of record by Intchain CHX2 Limited as of March 31, 2026.
(2) The calculation in row 11 is on an as-converted basis: (i) the numerator is 6,318,800, and (ii) the denominator is the sum of (x) 57,431,614, the number of the Issuer's Class A ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer, and (y) 63,992,240, the number of the Issuer's total Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. The ownership percentage would be 6.41%, if calculated on a partially-diluted basis based on (i) a numerator of 6,318,800 and (ii) a denominator of 98,624,034, which equals the total number of the Issuer's Class A ordinary shares outstanding as of December 31, 2025, together with the 41,192,420 Class B ordinary shares held by the Reporting Person. The ownership percentage would be 9.87% if calculated based solely on an aggregate of 63,992,240 Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into a 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
Qiang Ding | ||||||||
| 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
41,192,420.00 | ||||||||
| 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)
33.92 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents (i) 25,961,500 Class B ordinary shares directly held by Intchain DQ Asset Holding Limited, a British Virgin Islands company 100% owned by Qiang Ding; (ii) 3,000,000 Class B ordinary shares directly held by Intchains DQ Holding Limited, a British Virgin Islands company 100% owned by Qiang Ding; (iii) 5,912,120 Class B ordinary shares directly held by Intchains CHX1 Limited, a British Virgin Islands company 100% owned by Qiang Ding; and (iv) 6,318,800 Class B ordinary shares directly held by Intchains CHX2 Limited, a British Virgin Islands company 100% owned by Qiang Ding.
(2) The calculation in row 11 is on an as-converted basis: (i) the numerator is 41,192,420, and (ii) the denominator is the sum of (x) 57,431,614, the number of the Issuer's Class A ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer, and (y) 63,992,240, the number of the Issuer's total Class B ordinary shares issued and outstanding as of December 31, 2025 as provided by the Issuer. The ownership percentage would be 41.77%, if calculated on a partially-diluted basis based on (i) a numerator of 41,192,420 and (ii) a denominator of 98,624,034, which equals the total number of the Issuer's Class A ordinary shares outstanding as of December 31, 2025, together with the 41,192,420 Class B ordinary shares held by the Reporting Person. The ownership percentage would be 64.37% if calculate based solely on an aggregate of 63,992,240 Class B ordinary shares issued and outstanding as of December 31, 2025, as provided by the Issuer. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into a 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
|
| Item 1. | ||
| (a) | Name of issuer:
Intchains Group Ltd | |
| (b) | Address of issuer's principal executive offices:
Building 16, Lane 999, Xinyuan South Road, Lin-gang Special Area, Pudong | |
| Item 2. | ||
| (a) | Name of person filing:
Intchain DQ Asset Holding Limited, a British Virgin Islands company 100% owned by Qiang Ding.
Intchains DQ Holding Limited, a British Virgin Islands company 100% owned by Qiang Ding.
Intchains CHX1 Limited, a British Virgin Islands company 100% owned by Qiang Ding.
Intchains CHX2 Limited, a British Virgin Islands company 100% owned by Qiang Ding.
Qiang Ding, a citizen of the People's Republic of China. | |
| (b) | Address or principal business office or, if none, residence:
The address of each of Intchain DQ Asset Holding Limited, Intchains DQ Holding Limited, Intchains CHX1 Limited, Intchains CHX2 Limited and Qiang Ding is as follows:
c/o Start Chambers, Wickham's Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands. | |
| (c) | Citizenship:
Intchain DQ Asset Holding Limited, a British Virgin Islands company;
Intchains DQ Holding Limited, a British Virgin Islands company;
Intchains CHX1 Limited, a British Virgin Islands company;
Intchains CHX2 Limited, a British Virgin Islands company;
Mr. Qiang Ding, a citizen of the People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.000001 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 for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference. | |
| (b) | Percent of class:
The information for each reporting person contained in Items 5-11 of the cover pages 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 for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information for each reporting person contained in Items 5-11 of the cover pages 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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