Form SC 13G - Statement of acquisition of beneficial ownership by individuals
22 Maggio 2024 - 10:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Dogness
(International) Corporation
(Name
of Issuer)
Class
A Common Shares
(Title
of Class of Securities)
G2788T111
(CUSIP
Number)
May
16, 2024
(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) |
*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. G2788T111
1. |
Names
of Reporting Persons |
|
|
|
TingTing
Jiang |
2. |
Check
the Appropriate Box if a Member of a Group |
|
|
|
(a)
☐ |
|
(b) ☐ |
3. |
SEC
Use Only |
|
|
4. |
Citizenship
or Place of Organization |
|
|
|
China |
Number
of
Shares Beneficially Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power |
|
|
|
200,000
|
6. |
Shared
Voting Power |
|
|
|
None |
7. |
Sole
Dispositive Power |
|
|
|
200,000
|
8. |
Shared
Dispositive Power |
|
|
|
None |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
200,000
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
|
☐ |
11. |
Percent
of Class Represented by Amount in Row (9) |
|
|
|
5.46%(1)(2) |
12. |
Type
of Reporting Person |
|
|
|
IN |
|
(1) |
Immediately
following the closing of the Securities Purchase Agreement with the Issuer on May 16, 2024 (as disclosed in the Form 6-K filed by
the Issuer with the Securities and Exchange Commission on May 17, 2024), the Reporting Person has beneficial ownership of 200,000
shares of Class A Common Shares. |
|
(2) |
The
number of the Class A Common Shares outstanding used in calculating the percentage is 3,661,658 as of May 16, 2024. |
ITEM
1.
|
(a) |
Name
of Issuer: |
|
|
|
|
|
Dogness
(International) Corporation |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
|
|
No.
16 N. Dongke Road, Tongsha Industrial Zone
Dongguan,
Guangdong
People’s
Republic of China 523217 |
ITEM
2.
|
(a) |
Name
of Person Filing: |
|
|
|
|
|
TingTing
Jiang |
|
|
|
|
(b) |
Address
of Principal Business Office, or if None, Residence: |
|
|
|
|
|
Room
2002, Building B, Lanyueyuan
Century
City
Hangzhou
Bay, Andong Town, Cixi City
Zhejiang
Province
China |
|
|
|
|
(c) |
Citizenship: |
|
|
|
|
|
China |
|
|
|
|
(d) |
Title
of Class of Securities: |
|
|
|
|
|
Class
A Common Shares |
|
|
|
|
(e) |
CUSIP
Number: |
|
|
|
|
|
G2788T111 |
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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) |
|
|
|
|
|
(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| |
Amount
beneficially
owned: | | |
Percent of
class: | | |
Sole power to
vote or direct
the vote: | | |
Shared power to
vote or to direct
the vote: | | |
Sole power to
dispose or to direct
the disposition of: | | |
Shared power to
dispose or to direct
the disposition of: | |
| |
| 200,000 | | |
| 5.46 | % | |
| 200,000 | | |
| 0 | | |
| 200,000 | | |
| 0 | |
The
number of the Class A Common Shares outstanding used in calculating the percentage is 3,661,658 as of May 16, 2024.
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.
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.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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:
May 22, 2024 |
|
|
|
(Signature) |
|
|
|
/s/
TingTing Jiang |
|
TingTing
Jiang |
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