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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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LakeShore Biopharma Co., Ltd. (Name of Issuer) |
Ordinary Shares, par value $0.0002 per share (Title of Class of Securities) |
G9845F208 (CUSIP Number) |
Fung Ching Wong Floor 4, Willow House, Cricket Square, P O Box 2804 Grand Cayman, E9, KY1-1112 1 5603646852 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/11/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | G9845F208 |
| 1 |
Name of reporting person
Fung Ching Wong | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,836,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G9845F208 |
| 1 |
Name of reporting person
Apex Prospect Limited | ||||||||
| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,836,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0002 per share | |
| (b) | Name of Issuer:
LakeShore Biopharma Co., Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Building No. 2, 38 Yongda Road, Daxing Biomedical Industry Park, Daxing District, Beijing,
CHINA
, 102629. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 14, 2024 (the "Original Schedule 13D"), by Fung Ching Wong and Apex Prospect Limited (the "Reporting Persons"), with respect to the ordinary shares of LakeShore Biopharma Co., Ltd (formerly known as YS Biopharma Co., Ltd.) (the "Issuer").
Capitalized terms used herein without definition shall have the meanings set forth in the Original Schedule 13D. Except as specifically amended and supplemented by this Amendment No. 1, the Original Schedule 13D remains in full force and effect. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended to add the following information:
This Amendment No. 1 is being filed to report a material decrease in the Reporting Persons' percentage of beneficial ownership of the Issuer's Ordinary Shares. This decrease resulted solely from an increase in the total number of the Issuer's issued Ordinary Shares following a private placement transaction announced by the Issuer on July 8, 2025. The Reporting Persons have not sold or otherwise disposed of any of the Ordinary Shares they beneficially own. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 are incorporated herein by reference. As of July 11, 2025, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 9,836,010 Ordinary Shares, which represents approximately 23.9% of the Issuer's issued and outstanding Ordinary Shares.
The number of Ordinary Shares reported as beneficially owned reflects the 10-for-1 Share Consolidation undertaken by the Issuer, effective October 1, 2024. Pursuant to the Share Consolidation, the 98,360,094 Ordinary Shares previously reported as beneficially owned by the Reporting Persons were consolidated into 9,836,010 Ordinary Shares.
The percentage of beneficial ownership is based on 41,212,693 Ordinary Shares issued and outstanding as of July 11, 2025, which figure is provided by the Issuer to the Reporting Persons. | |
| (b) | Each of the Reporting Persons has shared power to vote or to direct the vote of, and shared power to dispose or to direct the disposition of, the 9,836,010 Ordinary Shares reported herein. | |
| (c) | None of the Reporting Persons has effected any transaction during the past 60 days in any Ordinary Shares. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement, dated July 15, 2025, among the Reporting Persons. | ||
| 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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