UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Snail, Inc.
(Name of Issuer)
Class A Common Stock, par value US$0.0001 per share
(Title of Class of Securities)
83301J100
(CUSIP Number)
December 31, 2022
(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 disclosures provided in a prior cover page.
The information required on 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. 83301J100 | SCHEDULE 13G | Page 1 of 3 Pages |
| 1 |
NAMES OF REPORTING PERSONS Ancient Jade (East) Holdings Limited
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
| ||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER 843,360 (1)
| |
| 6 |
SHARED VOTING POWER 0
| ||
| 7 |
SOLE DISPOSITIVE POWER 843,360 (1)
| ||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 843,360 (1)
| ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.3% (1) (2)
| ||
| 12 |
TYPE OF REPORTING PERSON CO
| ||
(1) The directors of the reporting person have the sole voting and investment power over the shares of the Issuer held directly by the reporting person. The reporting person's directors disclaim the beneficial ownership of the shares of the Issuer held by the reporting person.
(2) Based upon 8,157,443 shares of Class A common stock of the Issuer reported to be outstanding as of December 14, 2022 in the Issuer’s Form 10-Q, filed with the SEC on December 15, 2022.
| CUSIP No. 83301J100 | SCHEDULE 13G | Page 2 of 3 Pages |
| Item 1(a) | Name of Issuer: |
Snail, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
12049 Jefferson Boulevard
Culver City
California 90230
United States of America
| Item 2(a) | Name of Persons Filing: |
This Schedule 13G is filed by and on behalf of Ancient Jade (East) Holdings Limited.
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
The address of the principal business office of the reporting person is Floor 12 of Tower D, Global Finance and News Center, No.1 Xuanwumenwai Street, Xicheng District, Beijing, 100000, China.
| Item 2(c) | Citizenship |
British Virgin Islands
| Item 2(d) | Title of Class of Securities: |
Class A common stock, par value US$0.0001 per share
| Item 2(e) | CUSIP Number: |
83301J100
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership |
The information for the reporting person contained in rows 5-11 of the cover pages and Item 2(a) is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| CUSIP No. 83301J100 | SCHEDULE 13G | Page 3 of 3 Pages |
| Item 7. | Identification and Classification of 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.
Schedule 13G
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.
Dated: May 9, 2023
| Ancient Jade (East) Holdings Limited | ||
| By: | /s/ Yang Qu | |
| Name: | Yang Qu | |
| Title: | Director | |