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
NeuroPace, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
641288105
(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)
☒ 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).
CUSIP NO. 641288105
| 1. |
NAMES OF REPORTING PERSONS
KCK Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | sole voting power
5,621,111 (See Items 4(a) and 4(c)) | ||||
| 6. | shared voting power
0 | |||||
| 7. | sole dispositive power
5,621,111 (See Items 4(a) and 4(c)) | |||||
| 8. | shared dispositive power
0 | |||||
| 9. |
aggregate amount beneficially owned by each reporting person
5,621,111 (See Item 4(a)) | |||||
| 10. | check box if the aggregate amount in row (9) excludes certain shares
☐ | |||||
| 11. | percent of class represented by amount in row (9)
22.99% (See Items 4(a) and 4(b)) | |||||
| 12. | < /td> | type of Reporting Person
OO | ||||
(Page 2 of 6 Pages)
| Item 1. | |
| (a) | Name of issuer: |
NeuroPace, Inc.
| (b) | Address of issuer’s principal executive offices: |
455 N. Bernardo Avenue, Mountain View CA 94043
| Item 2. | |
| (a) | Name of person filing: |
KCK Ltd.
| (b) | Address or principal business office or, if none, residence: |
KCK Ltd.
Corner House
20 Parliament Street
Hamilton, Bermuda HM12
| (c) | Citizenship: |
British Virgin Islands
| (d) | Title of class of securities: |
Common stock
| (e) | CUSIP No.: |
641288105
| Item 3. | If This Statement is Filed Pursuant to Rule 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 (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A 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 (12 U.S.C. 1813); | ||
(Page 3 of 6 Pages)
| (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 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
5,621,111 shares of common stock *
| (b) | Percent of class: |
22.99% (based on 24,452,999 shares of common stock outstanding as of December 31, 2021)
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
5,621,111 shares of common stock*
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
5,621,111 shares of common stock*
| (iv) | Shared power to dispose or to direct the disposition of |
0
| * | KCK Ltd., through a board of directors consisting of three or more persons, has sole voting and investment power with respect to the shares of common stock held by KCK Ltd. |
| 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 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 or Control Person. |
N/A
(Page 4 of 6 Pages)
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| Item 10. | Certification. |
By signing below each of the undersigned certifies that, to the best of its 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.
(Page 5 of 6 Pages)
Signature
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 7, 2022
| KCK Ltd. |
| /s/ Raphael Metz |
| Raphael Metz, Secretary |
(Page 6 of 6 Pages)