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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Cheche Group Inc. (Name of Issuer) |
Class A ordinary shares, $0.00001 par value per share (Title of Class of Securities) |
G20707108 (CUSIP Number) |
06/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G20707108 |
| 1 | Names of Reporting Persons
Prime Impact Cayman, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage reported in item 11 is based on 61,725,369 Class A Ordinary Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed with the SEC on April 18, 2025.
SCHEDULE 13G
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| CUSIP No. | G20707108 |
| 1 | Names of Reporting Persons
Michael Cordano | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,412,816.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage reported in item 11 is based on 61,725,369 Class A Ordinary Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed with the SEC on April 18, 2025.
SCHEDULE 13G
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| CUSIP No. | G20707108 |
| 1 | Names of Reporting Persons
Mark Long | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,268.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage reported in item 11 is based on 61,725,369 Class A Ordinary Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed with the SEC on April 18, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cheche Group Inc. | |
| (b) | Address of issuer's principal executive offices:
8/F, Desheng Hopson Fortune Plaza, 13-1 Deshengmenwai Avenue, Xicheng District, Beijing 100088, China | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Prime Impact Cayman, LLC, a Cayman Islands limited liability company (the "Sponsor");
(ii) Michael Cordano, a managing member of Sponsor; and
(iii) Mark Long, a managing member of Sponsor.
Each of the foregoing is referred to as a "Reporting Person" and collectively, as the "Reporting Persons". The address of the principal business office of the Reporting Persons is 123 E. San Carlos Street, Unit 12, San Jose, CA 95112. The Reporting Persons are filing this Schedule 13G Amendment jointly, but no longer may be deemed to be members of a group, and each disclaims membership in a group. | |
| (b) | Address or principal business office or, if none, residence:
See above. | |
| (c) | Citizenship:
See above. | |
| (d) | Title of class of securities:
Class A ordinary shares, $0.00001 par value per share | |
| (e) | CUSIP No.:
G20707108 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See items 5-11 of the cover page for each Reporting Person. | |
| (b) | Percent of class:
See items 5-11 of the cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See items 5-11 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See items 5-11 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See items 5-11 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See items 5-11 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
As of April 30, 2025, the Sponsor no longer holds any shares of Class A Ordinary Shares of the Issuer, and the Reporting Persons no longer may be deemed to be members of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. | ||
| 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.
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