08/21/2024 | Press release | Distributed by Public on 08/21/2024 04:15
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chau Hoi Shuen Solina Holly C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Pioneer Step Holdings Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Dvorak International Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Skyinvest Associates Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Elgar International Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Brilliant Dynasty Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Champion River Ventures Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Winsave Resources Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Radiant Treasure Ltd C/O SUITES PT. 2909 & 2910, HARBOUR CENTRE, 25 HARBOUR ROAD WANCHAI, K3 |
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Chau Hoi Shuen Solina Holly, By: /s/ Chau Hoi Shuen Solina Holly | 2024-08-20 |
**Signature of Reporting Person | Date |
Pioneer Step Holdings Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Dvorak International Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Skyinvest Associates Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Elgar International Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Brilliant Dynasty Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Champion River Ventures Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Radiant Treasure Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
Winsave Resources Limited, By: /s/ Chau Hoi Shuen Solina Holly, Title: Authorized Signatory | 2024-08-20 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On August 20, 2024, Brilliant Dynasty Limited, a British Virgin Islands corporation ("Brilliant Dynasty") entered into a securities purchase agreement with Prime Tech Global Limited, a British Virgin Islands corporation ("Prime Tech") and Alpha Mount International Limited, a British Virgin Islands corporation ("Alpha") to purchase all of the share capital of Champion River Ventures Limited, a British Virgin Islands corporation ("Champion River"), Winsave Resources Limited, a British Virgin Islands corporation ("Winsave"), and Radiant Treasure Limited, a British Virgin Islands corporation ("Radiant") from Prime Tech and Alpha, for an aggregate consideration of $32,058,489.15 (the "August 2024 Transaction"). At time of entry into the securities purchase agreement, Champion River, Winsave and Radiant beneficially owned 7,940,937, 3,088,433 and 379,345 shares of common stock of the Issuer, respectively. |
(2) | Of the total shares beneficially owned following the reported transaction (i) 6,917,783 shares of the Issuer's common stock are directly beneficially owned by Pioneer Step Holdings Limited, a British Virgin Islands corporation ("Pioneer Step"), (ii) 420,000 shares of the Issuer's common stock are directly beneficially owned by Dvorak International Limited ("Dvorak International"), (iii) 547,858 shares of the Issuer's common stock are directly beneficially owned by Skyinvest Associates Limited ("Skyinvest Associates"), (iv) 7,940,937 shares of the Issuer's common stock are directly beneficially owned by Champion River, (v) 3,088,433 shares of the Issuer's common stock are directly beneficially owned by Winsave, and (vi) 379,345 shares of the Issuer's common stock are directly beneficially owned by Radiant. |
(3) | (continued from Footnote 2) Elgar International Limited, a British Virgin Islands corporation ("Elgar International") is the sole shareholder of Brilliant Dynasty. Brilliant Dynasty will be the sole shareholder of Champion River, Winsave and Radiant upon the completion of the August 2024 Transaction. As such, each of Elger International and Brilliant Dynasty may be deemed to beneficially own the shares of the Issuer's common stock directly held by Champion River, Winsave and Radiant. Chau Hoi Shuen Solina Holly ("Solina Chau") is the sole shareholder of each of Pioneer Step, Dvorak International, Skyinvest Associates and Elgar International. As such, Solina Chau may be deemed to beneficially own the shares of the Issuer's common stock directly held by Pioneer Step, Dvorak International, Skyinvest Associates, Champion River, Winsave and Radiant. |