Sec Form 13G Filing - GSR VENTURES II LP filing for BORQS TECHNOLOGIES INC SHS (BRQSF) - 2022-02-10

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, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

 

Borqs Technologies, Inc.

(Name of Issuer)

 

Ordinary Shares, no par value

(Title of Class of Securities)

 

G1466B103

(CUSIP Number)

 

December 31, 2021

(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).

 

(Continued on following pages)

 

Page 1 of 15 Pages

Exhibit Index Contained on Page 13

 

 

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 2 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

GSR Ventures II, L.P. (“GSR II”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)      ¨

(b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER

 

0 shares.

8

SHARED DISPOSITIVE POWER

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) PN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 3 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

GSR Partners II, L.P. (“Partners II”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨

(b)    x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares. 

8

SHARED DISPOSITIVE POWER

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) PN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 4 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

GSR Partners II, Ltd. (“GSR II Ltd”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨

(b)    x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER.

 

0 shares. 

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER

 

0 shares.

8

SHARED DISPOSITIVE POWER

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) OO

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 5 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

GSR Associates II, L.P. (“Associates II”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨

(b)    x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER.

 

0 shares. 

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER

 

0 shares.

8

SHARED DISPOSITIVE POWER

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) PN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 6 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Richard Lim

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)         ¨

(b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) IN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 7 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

James Ding

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)         ¨

(b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) IN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 8 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Alexander Pan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)           ¨

(b)          x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) IN

 

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 9 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Kevin Fong

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)          ¨

(b)         x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) IN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 10 of 15

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Ryann Yap

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)        ¨

(b)       x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

0 shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

0 shares.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON (See Instructions) IN

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 11 of 15

 

This Amendment No. 3 amends the Statement on Schedule 13G previously filed by (i) GSR Ventures II, L.P., a Cayman Islands limited partnership (“GSR II”); (ii) GSR Partners II, L.P., a Cayman Islands limited partnership (“Partners II”); (iii) GSR Partners II, Ltd, a Cayman Islands exempted company (“GSR II Ltd”); (iv) GSR Associates II, L.P., a Cayman Islands limited partnership (“Associates II”); (v) Richard Lim (“Lim”), a citizen of the United States; (vi) James Ding (“Ding”), a citizen of Hong Kong; (vii) Alexander Pan (“Pan”), a citizen of Hong Kong; (viii) Kevin Fong (“Fong”), a citizen of the United States; and (ix) Ryann Yap (“Yap”), a citizen of Singapore (together with all prior and current amendments thereto, this “Schedule 13G”). Only those items as to which there has been a change are included in this Amendment No. 3.

 

ITEM 4.OWNERSHIP

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021.

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

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

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

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 cl ass of securities, check the following:         x

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 12 of 15

 

SIGNATURES

 

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: February 9, 2022

 

Entities: GSR Ventures II, L.P.  
  GSR Associates II, L.P.  
  GSR Partners II, L.P.  
  GSR Partners II, Ltd.  

 

  By: /s/ Ryann Yap
    Ryann Yap, Attorney-in-fact for
    the above-listed entities
   

 

Individuals: Richard Lim  
  James Ding  
  Alexander Pan  
  Kevin Fong  
  Ryann Yap  

 

  By: /s/ Ryann Yap
    Ryann Yap, Attorney-in-fact for
    the above-listed individuals

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 13 of 15

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 14
   
Exhibit B:  Power of Attorney 15

 

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 14 of 15

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Borqs Technologies, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

 

 

CUSIP NO.  G1466B103 13 G Page 15 of 15

 

exhibit B

 

POWER OF ATTORNEY

 

Ryann Yap has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.