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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
| TraQiQ, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 89416R101 |
| (CUSIP Number) |
|
Richard Rafferty 901 Main Street, Suite 6000 Dallas, Texas 75202 (214) 651-4300 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 19, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
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.
| CUSIP 89416R101 | SCHEDULE 13D | Page 2 of 8 |
| 1. | Names of Reporting Persons |
| Titan 5, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group |
|
(a) ☐ (b) ☒ | |
| 3. | Sec Use Only |
| 4. | Source of Funds |
| OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| ☐ | |
| 6. | Citizenship or Place of Organization |
| Michigan |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 0 | ||
| 8. | Shared Voting Power | |
| 25,171,017 | ||
| 9. | Sole Dispositive Power | |
| 0 | ||
| 10. | Shared Dispositive Power | |
| 25,171,017 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 25,171,017 | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| ☐ | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 42.6% | |
| 14. | Type of Reporting Person |
| OO |
| CUSIP 89416R101 | SCHEDULE 13D | Page 3 of 8 |
| 1. | Names of Reporting Persons |
| Michelle Rizzo Trust dated January 17, 2009 | |
| 2. | Check the Appropriate Box if a Member of a Group |
|
(a) ☐ (b) ☒ | |
| 3. | Sec Use Only |
| 4. | Source of Funds |
| OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant t o Items 2(d) or 2(e) |
| ☐ | |
| 6. | Citizenship or Place of Organization |
| Michigan |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 0 | ||
| 8. | Shared Voting Power | |
| 25,171,017 | ||
| 9. | Sole Dispositive Power | |
| 0 | ||
| 10. | Shared Dispositive Power | |
| 25,171,017 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 25,171,017 | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| ☒ | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 42.6% | |
| 14. | Type of Reporting Person |
| OO |
| CUSIP 89416R101 | SCHEDULE 13D | Page 4 of 8 |
| 1. | Names of Reporting Persons |
| Michelle Rizzo | |
| 2. | Check the Appropriate Box if a Member of a Group |
|
(a) ☐ (b) ☒ | |
| 3. | Sec Use Only |
| 4. | Source of Funds |
| OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| ☐ | |
| 6. | Citizenship or Place of Organization |
| United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 0 | ||
| 8. | Shared Voting Power | |
| 25,171,017 | ||
| 9. | Sole Dispositive Power | |
| 0 | ||
| 10. | Shared Dispositive Power | |
| 25,171,017 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 25,171,017 | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| ☒ | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 42.6% | |
| 14. | Type of Reporting Person |
| IN |
| CUSIP 89416R101 | SCHEDULE 13D | Page 5 of 8 |
| ITEM 1. | SECURITY AND ISSUER |
This Schedule 13D relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of TraQIQ, Inc., a California corporation (the “Company”). The address of the principal executive offices of the Company is 1931 Austin Drive, Troy, Michigan 48083.
| ITEM 2. | IDENTITY AND BACKGROUND |
(a) This Schedule 13D is being filed by (1) Titan 5, LLC, a Michigan limited lability company (“T5”), (2) The Michelle Rizzo Trust dated January 17, 2009, which is the sole member of T5 (“Trust”), and (3) Michelle Rizzo in her capacity as the sole mana ger of T5 and also the sole trustee and the sole beneficiary of the Trust (“Michelle Rizzo”) (the foregoing being collectively referred to as the “Reporting Persons”). The Reporting Persons expressly disclaim the existence of any “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, between themselves or with any other person, with respect to the Common Stock.
(b) The business address of each of T5, the Trust, and Michelle Rizzo is 1931 Austin Drive, Troy, Michigan 48083.
(c) In her individual capacity, Michelle Rizzo holds a senior management position with Titan Trucking, LLC (“Titan Trucking”). Titan Trucking is an operating subsidiary of the Company, and its address is 1931 Austin Drive, Troy, Michigan 48083. Titan Trucking is a waste collection and trucking company specializing in the hauling of municipal solid waste and construction and demolition debris for industrial generators, commercial contractors, and transfer station operators. As the manager of T5, Michelle Rizzo oversees and manages the business and affairs of T5. Michelle Rizzo is the grantor, sole beneficiary, and sole trustee of the Trust, which is the sole member of T5, and as such has the authority remove and appoint the manager of T5.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Michelle Rizzo is a citizen of the United States of America. The Trust is a trust governed by the laws of the State of Michigan. T5 is a limited lability company that was organized under the laws of, and is domiciled in, the State of Michigan.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
T5 received 251,710.17 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) as consideration for the Company’s acquisition of Titan Trucking. Each share of Series C Preferred Stock is convertible into 100 shares of the Company’s Common Stock.
| CUSIP 89416R101 | SCHEDULE 13D | Page 6 of 8 |
| ITEM 4. | PURPOSE OF TRANSACTION |
Each of Michelle Rizzo, T5, and the Trust acquired the securities, directly or indirectly, as applicable, of the Company reported herein as an investment. Each of the Reporting Persons holds the Company’s securities for investment purposes. None of the Reporting Persons have any present plans or proposals with respect to any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Each of Michelle Rizzo, T5, and the Trust intends to assess its investment in the Company on a continuing basis. Depending on various factors, including without limitation their perceptions of the Company’s actual and prospective financial condition, results of operations, cash flows, liquidity, capital resources and other attributes, the respective price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, any or all of them may in the future take such actions with respect to their investment in the Company as they may deem appropriate, including without limitation purchasing additional shares of Common Stock or other securities of the Company or selling or otherwise disposing of some or all of their shares of Common Stock or other securities of the Company.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) As of the date of this Schedule 13D, T5 beneficially owns an aggregate of 25,171,017 shares of Common Stock (the “T5 Shares”), of which 0 are outstanding shares of Common Stock and 25,171,017 are shares of Common Stock that are issuable upon the conversion of 251,710.17 shares of the Company’s Series C Preferred Stock owned beneficially and of record by T5. The T5 Shares represent 42.6% of the shares of Common Stock outstanding, with the number of shares of Common Stock deemed to be outstanding for purposes of this Schedule 13D being 59,110,982 (which represents the sum of (x) 33,939,655, which according to information provided by the Company to the Reporting Persons represents the total number shares of Common Stock outstanding as of May 19, 2023, and (y) the 25,171,017 shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock beneficially owned by T5). Each of the Reporting Persons disclaims responsibility for the accuracy of the information provided by the Company.
As of the date of this Schedule 13D, the Trust, as the sole member of T5, indirectly beneficially owns the T5 Shares.
As of the date of this Schedule 13D, Michelle Rizzo, as the sole beneficiary of the Trust, indirectly beneficially own the T5 Shares.
(b) T5, the Trust, and Michelle Rizzo, share the power to vote and dispose of the T5 Shares.
As of the date of this Schedule 13D, 0 of the T5 Shares are outstanding shares of Common Stock and 25,171,017 are shares of Common Stock that are issuable upon the conversion of 251,710.17 shares of the Company’s Series C Preferred Stock owned beneficially and of record by T5. The T5 Shares represent 42.6% of the shares of Common Stock outstanding, with the number shares of Common Stock deemed to be outstanding for purposes of this Schedule 13D being 59,110,982 (which represents the sum of (x) 33,939,655, which according to information provided by the Company to the Reporting Persons represents the total number of shares of Common Stock outstanding as of May 19, 2023, and (y) the 25,171,017 shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock owned by T5). The Trust is the sole member of T5, and Michelle Rizzo is the sole manager of T5 and also the sole trustee and beneficiary of the Trust. Each of the Trust and Michelle Rizzo disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by it and her.
| CUSIP 89416R101 | SCHEDULE 13D | Page 7 of 8 |
(c) Other than the acquisition of the shares of Series C Preferred Stock as described in Item 3 above (incorporated herein by reference), none of the Reporting Persons effected any transactions in shares of the Company’s Common Stock, in any capacity, during the 60 days immediately preceding the date of this Schedule 13D. Titan 5 became the record holder of the Series C Preferr ed Stock on May 18, 2023 in connection with the Company’s acquisition of Titan Trucking at an agreed value of $12.839 per share of Series C Preferred Stock.
(d) Not applicable.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Except for (1) the relationships among the Reporting Persons described elsewhere herein, (2) the respective agreements pursuant to which the securities of the Company referred to herein were acquired from the Company by a Reporting Person, and (3) the Company’s governing documents or other instruments setting forth the designations, preferences, rights, restrictions, obligations and other characteristics or terms of the securities of the Company referred to herein that were acquired from the Company by a Reporting Person, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company.
The Trust is the sole member of T5, and Michelle Rizzo is the sole manager of T5 and also the sole trustee and beneficiary of the Trust.
Each of the Trust and Michelle Rizzo disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by it and her.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit | Description | |
| 7.1 | Joint Filing Agreement, dated as of May 30, 2023, by and among the Reporting Persons. |
| CUSIP 89416R101 | SCHEDULE 13D | Page 8 of 8 |
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: July 12, 2023
| Titan 5, LLC | |
| /s/ Michelle Rizzo | |
| By: Michelle Rizzo, Manager | |
| Michelle Rizzo Trust Dated January 17, 2009 | |
| /s/ Michelle Rizzo | |
| By: Michelle Rizzo, Trustee | |
| Michelle Rizzo | |
| /s/ Michelle Rizzo | |
| Michelle Rizzo |