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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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SOLAI Ltd (Name of Issuer) |
Class A & Class B Ordinary Shares, Class A & Class A II Preference Shares, par value of $0.00005 per share (Title of Class of Securities) |
(CUSIP Number) |
LAW Man San Vincent 428 South Seiberling Street, Akron, OH, 44306 852 2596-3028 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/16/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
LAW Man San Vincent | ||||||||
| 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, OO | ||||||||
| 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
HONG KONG
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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
178,142,363.00 | ||||||||
| 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)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Delite 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
VIRGIN ISLANDS, BRITISH
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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
6.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Good Luck Capital 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
VIRGIN ISLANDS, BRITISH
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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
85,702,963.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 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:
Class A & Class B Ordinary Shares, Class A & Class A II Preference Shares, par value of $0.00005 per share | |
| (b) | Name of Issuer:
SOLAI Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
428 South Seiberling Street, Akron,
OHIO
, 44306. | |
Item 1 Comment:
This Amendment No. 4 amends and supplements the statement on Schedule 13D jointly filed with the Securities and Exchange Commission (the "SEC") on April 14, 2021 by the Reporting Persons, as previously amended and supplemented by the Amendment No. 1 to Schedule 13D filed on April 4, 2022, the Amendment No. 2 to Schedule 13D filed on March 3, 2023, and the Amendment No. 4 to Schedule 13D filed on January 9, 2026 (as so amended, the "Original Schedule 13D"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
This Amendment No. 4 relates to the Ordinary Shares of the Issuer. The Ordinary Shares of the Issuer consist of Class A Ordinary Shares, par value $0.00005 per share, and Class B Ordinary Shares, par value $0.00005 per share.
Each of the Issuer's American depositary shares (the "ADSs," and each, an "ADS"), represents seven hundred (700) Class A Ordinary Shares. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D/A is being jointly filed by:
(i) LAW Man San Vincent ("Mr. Law");
(ii) Delite Limited ("Delite"), a British Virgin Islands company; and
(iii) Good Luck Capital Limited ("Good Luck"), a British Virgin Islands company.
(together, the "Reporting Persons," and each, a "Reporting Person"), pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act with respect to the transaction described in Item 4 of this Schedule 13D.
Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs), the Class A Preference Shares, and the Class A II Preference Shares held by each other Reporting Person.
The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). | |
| (b) | The principal business address of
(i) Mr. Law is 428 South Seiberling Street, Akron, Ohio 44306, United States of America,
(ii) Delite is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, and
(iii) Good Luck is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands. | |
| (c) | (i) Mr. Law is a major founder and chairman of the Issuer.
(ii) Delite is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Delite and its assets, and he is the sole director of Delite. Delite does not have any executive officers.
(iii) Good Luck is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Good Luck and its assets, and is the sole director of Good Luck. Good Luck doesn't have any executive officers. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been 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) | (i) Mr. Law is a citizen of Hong Kong Special Administrative Region ("Hong Kong"), the PRC.
(ii) Delite is a British Virgin Islands company.
(ii) Good Luck is a British Virgin Islands company. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On July 16, 2026, Mr. Law, through trade orders executed by broker-dealers, effected multiple open market purchase transactions of the Issuer's ADSs at different prices. Mr. Law purchased an aggregate of 54,275 ADSs for a total consideration of $194,007.37, representing a weighted average purchase price of $3.5745, at prices ranging from $3.2831 to $3.8937 inclusive. Mr. Law undertakes to provide upon request by the Commission staff full information regarding the number of ADSs purchased at each separate price within the range of prices set forth in this Item 3.
The source of the funds was the working capital of Good Luck.
Following the purchase transactions that were effected on July 16, 2026, Mr. Law's beneficial ownership of the Issuer's ADSs increased to 132,242 ADSs (from 77,967 ADSs, after accounting for the current ADS ratio of 1 ADS to 700 Class A Ordinary Shares effective since July 6, 2026). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The information set forth in Item 3 is hereby incorporated by reference in this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the securities identified by Item 1 that are beneficially owned by each of the Reporting Persons is set forth in rows (11) and (13) of the cover pages to this Amendment No. 4 to Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
Mr. Law and Ms. Ping Yuan ("Ms. Yuan") are husband and wife. Ms. Yuan beneficially owns 10,260,008 Ordinary Shares as of the date of this filing composed of 8 Class B Ordinary Shares and 102,600 ADSs which represent 102,260,000 Class A Ordinary Shares directly owned by Smart Mega Holdings Limited ("Smart Mega") as described below. Each of Mr. Law and Ms. Yuan expressly disclaims beneficial ownership for all purpose of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs), the Class A Preference Shares, and the Class A II Preference Shares beneficially owned by each other.
Smart Mega directly holds 8 Class B Ordinary Shares and owns 102,600 ADSs which represent 10,260,000 Class A Ordinary Shares. Smart Mega is a British Virgin Islands company with its principal business address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Smart Mega is 100% owned by Ms. Yuan, wife of Mr. Law. Ms. Yuan indirectly holds all voting and investment powers of Smart Mega and its assets, and is the sole director of Smart Mega. Pursuant to Section 13(d) of the Securities Exchange Act and the rules promulgated thereunder, Ms. Yuan may be deemed to beneficially own all of the Ordinary Shares held by Smart Mega.
Except as disclosed in this Amendment No. 4, none of the Reporting Persons beneficially owns any Ordinary Shares, Class A Preference Shares or Class A II Preference Shares or has the right to acquire any Ordinary Shares, Class A Preference Shares or Class A II Preference Shares.
Except as disclosed in this Amendment No. 4, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares, the Class A Preference Shares or Class A II Preference Shares which it may be deemed to beneficially own. | |
| (b) | The number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition is set forth in rows (7) through (10) of the cover pages to this Amendment No. 4 to Schedule 13D, and such information is incorporated herein by reference. | |
| (c) | Not applicable. | |
| (d) | Except as disclosed in this Amendment No. 4, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares, the Class A Preference Shares, and the Class A II Preference Shares beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Exhibit Description
A Joint Filing Agreement, dated as of July 20, 2026, by and between 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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