Sec Form 13G Filing - MMCAP International Inc. SPC filing for Newborn Acquisition CorpNewborn Acquisition Corp - 2020-02-27

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
______________________________
SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

NEWBORN ACQUISITION CORP.
(Name of Issuer)

 
ORDINARY SHARES
(Title of Class of Securities)

 
G6463T130
(CUSIP Number)


February 13, 2020
(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)


CUSIP No. G6463T130
13G
Page 2 of 6 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
MMCAP International Inc. SPC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☑
                                                                                                                     (b)     ☐
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
500,000*
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
500,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
500,000*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
 
     
 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  8.70%**
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. G6463T130
13G
Page 3 of 6 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
MM Asset Management Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☑
                                                                                                                     (b)     ☐
 
     
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
500,000*
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
500,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
500,000*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.70%**
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. G6463T130
13G
Page 4 of 6 Pages

Item 1 (a). Name of Issuer:

Newborn Acquisition Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

Room 801, Building C, SOHO Square, No. 88, Zhongshan East 2nd Road, Huangpu District, Shanghai, China

Item 2 (a). Name of Person Filing:

i)     MMCAP International Inc. SPC

ii)    MM Asset Management Inc.

Item 2 (b). Address of Principal Business Office or, if None, Residence:

i)     c/o Mourant Governance Services (Cayman) Limited
       94 Solaris Avenue
       Camana Bay, P.O. Box 1348
    Grand Cayman, KY1-1108, Cayman Island

ii)    161 Bay Street
TD Canada Trust Tower Ste 2240
       Toronto, ON M5J 2S1 Canada

Item 2 (c). Citizenship:

i)  Cayman Islands
ii) Ontario, Canada

Item 2 (d). Title of Class of Securities:

Ordinary Shares

Item 2 (e). CUSIP Number:

G6463T130

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a) ☐ 
Broker or dealer registered under Section 15 of the Act;


(b) ☐
Bank as defined in Section 3(a)(6) of the Act;


(c) ☐
Insurance Company as defined in Section 3(a)(19) of the Act;


(d) ☐
Investment Company registered under Section 8 of the Investment Company Act;


(e) ☐
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


(f) ☐
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);


(g) ☐
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);


(h) ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;


(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:


(j) ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).


☑
If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 

CUSIP No. G6463T130
13G
Page 5 of 6 Pages

 
Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.


 (a)
Amount beneficially owned: 500,000*
 

 (b)
Percent of class:  8.70%**


(c)
Number of shares as to which such person has:

(i)   Sole power to vote or to direct the vote:  0
 
(ii)  Shared power to vote or to direct the vote:  500,000*
 
(iii) Sole power to dispose or to direct the disposition of:  0
 
(iv) Shared power to dispose or to direct the disposition of:  500,000*

*Held in the form of units, consisting of 500,000 ordinary shares (“Ordinary Shares”), warrants exercisable for 250,000 Ordinary Shares on the later of i) 30 days following completion of a business combination or ii) 12 months from IPO closing date, and rights exchangeable for an additional 50,000 Ordinary Shares following a business combination.

**The percentages used herein are calculated based on 5,750,000 outstanding Ordinary Shares of the Issuer as of February 13, 2020.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5.
Ownership of Five Percent or Less of a Class.

If the 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.

N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A
 
CUSIP No. G6463T130
13G
Page 6 of 6 Pages

Item 10.  Certification.  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.




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.



 
February 25, 2020
 
(Date)
   
 
MMCAP International Inc. SPC
 
 
 
By: /s/ Matthew MacIsaac                      
Matthew MacIsaac, Director
   
   
 
Febru ary 25, 2020
 
(Date)
   
 
MM Asset Management Inc.
 
 
 
By: /s/  Hillel Meltz                                 
Hillel Meltz, President