SN Sharkninja Inc

 

 

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

SHARKNINJA, INC.

(Name of Issuer)

 

Ordinary Shares, par value of $0.0001 per share

(Title of Class of Securities)

 

G8068L108

(CUSIP Number)

 

December 31, 2023

(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)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G8068L108
	1	Name of Reporting Persons CJ Xuning Wang
	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 Hong Kong, the People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 1,862,811
			6		Shared Voting Power 74,195,303
			7		Sole Dispositive Power 1,862,811
			8		Shared Dispositive Power 74,195,303
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 76,058,114 ordinary shares(2)
	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) 54.7% (1)
	12	Type of Reporting Person (See Instructions) IN

 

⁽¹⁾ This percentage is calculated based on 139,053,220 ordinary shares outstanding reported on SharkNinja, Inc.’s (the “Issuer”) final prospectus dated December 5, 2023.

 

⁽²⁾ Consists of (i) 62,543,133 ordinary shares held of record by JS Holding Limited Partnership (“JS Holding”) , (ii) 11,652,170 ordinary shares held of record by JS&W Capital SPC (“JS&W Capital”, previously known as “Sol Omnibus SPC”) and (iii) 1,862,811 ordinary shares held by CJ Xuning Wang. The general partner of JS Holding is ultimately controlled by Mr. Wang. Mr. Wang also ultimately controls JS&W Capital.

 

 

CUSIP No. G8068L108
	1	Name of Reporting Persons JS Holding Limited Partnership
	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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 62,543,133
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 62,543,133
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 62,543,133 ordinary shares(3)
	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) 45.0% (4)
	12	Type of Reporting Person (See Instructions) PN

 

⁽³⁾ Consists of 62,543,133 ordinary shares held of record by JS Holding. The general partner of JS Holding is ultimately controlled by Mr. Wang.

 

⁽⁴⁾  This percentage is calculated based on 139,053,220 ordinary shares outstanding reported on Issuer final prospectus dated December 5, 2023.

 

 

CUSIP No. G8068L108
	1	Name of Reporting Persons JS&W Capital SPC
	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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 11,652,170
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 11,652,170
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 11,652,170 ordinary shares(5)
	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) 8.4% (6)
	12	Type of Reporting Person (See Instructions) CO

 

⁽⁵⁾ Consists of 11,652,170 ordinary shares held of record by JS&W Capital. Mr. Wang also ultimately controls JS&W Capital.

 

⁽⁶⁾  This percentage is calculated based on 139,053,220 ordinary shares outstanding reported on Issuer final prospectus dated December 5, 2023.

 

 

Item 1.
	(a)	Name of Issuer: SharkNinja, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 89 A Street, Needham, MA 02494
Item 2.
	(a)	Name of Person Filing:   CJ Xuning Wang JS Holding Limited Partnership JS&W Capital SPC (collectively, the “Reporting Persons”)
	(b)	Address of Principal Business Office or, if none, Residence: The address of the principal business office of CJ Xuning Wang is c/o SharkNinja, Inc., 89 A Street, Needham, MA 02494.   The address of the principal business office of JS Holding Limited Partnership is 29/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong.   The address of the principal business office of JS&W Capital SPC is 29/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong.
	(c)	Citizenship:   CJ Xuning Wang – Hong Kong, the People’s Republic of China JS Holding Limited Partnership - Cayman Islands. JS&W Capital SPC - Cayman Islands.
	(d)	Title of Class of Securities: Ordinary shares, par value $0.0001 per share.
	(e)	CUSIP Number: G8068L108
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:
Not applicable

 

 

Item 4.	Ownership.
	(a)	Amount beneficially owned:   See Item 9 of the respective cover page for the aggregate number of shares that are beneficially owned by each Reporting Person as of December 31, 2023.
	(b)	Percent of class:   See Item 11 of the respective cover page for the percentage of shares that are beneficially owned by each Reporting Person as of December 31, 2023.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
		(ii)	Shared power to vote or to direct the vote
		(iii)	Sole power to dispose or to direct the disposition of
		(iv)	Shared power to dispose or to direct the disposition of   See Items 5 through 8 of the respective cover page for the number of shares that are beneficially owned by each Reporting Person as of December 31, 2023 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.
Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
Item 6.	Ownership of More than Five 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.

 

Date: February 8, 2024

 

	CJ Xuning Wang
	/s/ CJ Xuning Wang

 

	Hezhou Company Limited acting as general partner of JS Holding Limited Partnership
	By:	/s/ Xuning Wang
	Name:	Xuning Wang
	Title:	Director

 

	JS&W Capital SPC for and on behalf of and for the account of Sol Omnibus I SP
	By:	/s/ Xuning Wang
	Name:	Xuning Wang
	Title:	Director

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated February 8, 2024, by and among CJ Xuning Wang, JS Holding Limited Partnership and JS&W Capital SPC

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of SharkNinja, Inc. a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 8, 2024.

 

	CJ Xuning Wang
	/s/ CJ Xuning Wang

 

	Hezhou Company Limited acting as general partner of JS Holding Limited Partnership
	By:	/s/ Xuning Wang
	Name:	Xuning Wang
	Title:	Director

 

	JS&W Capital SPC for and on behalf of and for the account of Sol Omnibus I SP
	By:	/s/ Xuning Wang
	Name:	Xuning Wang
	Title:	Director

 

 

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