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 13G
Under the Securities Exchange Act of 1934 *
Borqs Technologies, Inc. |
| (Name of Issuer) |
Ordinary Shares, no par value |
| (Title of Class of Securities) |
G1466B103 |
| (CUSIP Number) |
June 30, 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:
| a. | ¨ Rule 13d-1(b) |
| b. | x Rule 13d-1(c) |
| c. | ¨ 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 the disclosures provided in a prior cover page.
The information required in 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 No. | G1466B103 |
| 1. | Names of Reporting Persons. |
| I.R.S. Identification Nos. of above persons (entities only) | |
|
Esousa Holdings LLC 27-1090555 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization New York |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | 11,420,591 Ordinary Shares (See Item 4) |
| 6. Shared Voting Power |
0 | |
| 7. Sole Dispositive Power | 11,420,591 Ordinary Shares (See Item 4) | |
| 8. Shared Dispositive Power |
0 | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,420,591 Ordinary Shares (See Item 4) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9) 8.13% (See Item 4) |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| CUSIP No. | G1466B103 |
| 1. | Names of Reporting Persons. |
| I.R.S. Identification Nos. of above persons (entities only) | |
| Michael Wachs | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | 11,420,591 Ordinary Shares (See Item 4) |
| 6. Shared Voting Power |
0 | |
| 7. Sole Dispositive Power | 11,420,591 Ordinary Shares (See Item 4) | |
| 8. Shared Dispositive Power |
0 | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,420,591 Ordinary Shares (See Item 4) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9) 8.13% (See Item 4) |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
Item 1(a). Name of Issuer:
Borqs Technologies, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Tower A, Building B23, Universal Business Park
No. 10 Jiuxianqiao Road
Chaoyang District, Beijing 100015
People's Republic of China
Item 2(a). Name of Person Filing:
This Schedule 13G is being filed on behalf of (i) Esousa Holdings LLC, a New York limited liability company (“Esousa”) and (ii) Michael Wachs (“Mr. Wachs,” and, together with Esousa, the “Reporting Persons”).
Mr. Wachs holds all of the membership interests of Esousa. Voting and dispositive power with respect to the shares held by Esousa is exercised by Mr. Wachs, the sole and Managing Member of Esousa. Mr. Wachs disclaims beneficial ownership with respect to the shares held by Esousa.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
Item 2(b). Address of Principal Business Offices or, if none, Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2(c). Citizenship:
Esousa is a limited liability company organized under the laws of the State of New York, United States of America. Mr. Wachs is a citizen of the United States of America
Item 2(d). Title of Class of Securities:
Ordinary Shares, no par value
Item 2(e). CUSIP Number:
G1466B103
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:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a), (b), and (c):
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting Persons hereto and is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for the Reporting Persons is based on 140,426,677shares of the Common Stock issued and outstanding as of July 1, 2021.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
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, 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.
Date: July 2, 2021
| ESOUSA HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs, Managing Member | ||
| /s/ Michael Wachs | ||
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Borqs Technologies, Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
Dated: July 2, 2021
| Esousa Holdings LLC | ||
| By: | /s/ Michael Wachs | |
| Name: Michael Wachs | ||
| Title: Managing Member | ||
| /s/ Michael Wachs. | ||
| Name: Michael Wachs | ||