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. 1 )*
Q&K INTERNATIONAL GROUP LIMITED
(Name of Issuer)
Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
G7308L 100**
(CUSIP Number)
David McKee Hand
38 Beach Road
#32-12 South Beach Tower
Singapore 186797
Telephone: +65 6511 3088
With a copy to:
Shuang Zhao, Esq.
Cleary Gottlieb Steen & Hamilton LLP
c/o 37th Floor, Hysan Place
500 Hennessy Road
Causeway Bay, Hong Kong
Telephone: +852 2521 4122
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 27, 2022
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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).
| ** | This CUSIP number applies to the Class A ordinary shares (“Class A Ordinary Shares”) of Q&K International Group Limited (the “Issuer”). CUSIP number 74738J 102 applies to the American Depositary Shares (“ADSs”) of the Issuer, each representing thirty (30) Class A Ordinary Shares. |
CUSIP No: G7308L 100
| 1. | Names of reporting persons
Crescent Capital Investments Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
624,360,584(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
624,360,584(1) | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
624,360,584(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
35.0%(2) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 1. | Represents the sum of (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd., (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltd’s voting power is held by Crescent Capital Investments Ltd. The majority of CP QK Singapore Pte Ltd.’s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. Beneficial ownership information is presented as of February 9, 2022. |
| 2. | This percentage is calculated using 1,784,480,491 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records, (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrant directly held by Key Space (S) Pte Ltd. |
Page 2 of 14
CUSIP No: G7308L 100
| 1. | Names of reporting persons
CRESCENT GP LTD. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
624,360,584(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
624,360,584(1) | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
624,360,584(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
35.0%(2) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 1. | Represents the sum of (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd., (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltd’s voting power is held by Crescent Capital Investments Ltd. The majority of CP QK Singapore Pte Ltd.’s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. The majority of Crescent Capital Investments Ltd.’s voting power is held by CRESCENT GP LTD. Beneficial ownership information is presented as of February 9, 2022. |
| 2. | This percentage is calculated using 1,784,480,491 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records, (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrant directly held by Key Space (S) Pte Ltd. |
Page 3 of 14
CUSIP No: G7308L 100
| 1. | Names of reporting persons
David McKee Hand | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
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
624,360,584(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
624,360,584(1) | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
624,360,584(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
35.0%(2) | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| 1. | Represents the sum of (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd., (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltd’s voting power is held by Crescent Capital Investments Ltd. The majority of CP QK Singapore Pte Ltd.’s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. The majority of Crescent Capital Investments Ltd.’s voting power is held by CRESCENT GP LTD. The majority of CRESCENT GP LTD.’s voting power is held by David McKee Hand. Beneficial ownership information is presented as of February 9, 2022. |
| 2. | This percentage is calculated using 1,784,480,491 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records, (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrant directly held by Key Space (S) Pte Ltd. |
Page 4 of 14
CUSIP No: G7308L 100
| 1. | Names of reporting persons
Crescent Green Investments Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
Not Applicable | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
314,539,304(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
314,539,304(1) | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
314,539,304(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
21.3%(2) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 1. | Represents 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd. The majority of CP QK Singapore Pte Ltd.’s voting power is held by Crescent Green Investments Ltd. Beneficial ownership information is presented as of February 9, 2022. |
| 2. | This percentage is calculated using 1,474,659,211 Class A Ordinary Shares as the denominator, which is equal to 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records. |
Page 5 of 14
CUSIP No: G7308L 100
| 1. | Names of reporting persons
CP QK Singapore Pte Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
Not Applicable | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Singapore | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
314,539,304(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
314,539,304(1) | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
314,539,304(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
21.3%(2) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 1. | Represents 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd. Beneficial ownership information is presented as of February 9, 2022. |
| 2. | This percentage is calculated using 1,474,659,211 Class A Ordinary Shares as the denominator, which is equal to 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records. |
Page 6 of 14
CUSIP No: G7308L 100
| 1. | Names of reporting persons
Key Space (S) Pte Ltd | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Singapore | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
309,821,280(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
309,821,280(1) | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
309,821,280(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
17.4%(2) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 1. | Represents the sum of (i) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (ii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. Beneficial ownership information is presented as of February 9, 2022. |
| 2. | This percentage is calculated using 1,784,480,491 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,474,659,211 Class A Ordinary Shares outstanding as o f December 31, 2021 as derived from the Issuer’s corporate records, (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the warrant directly held by Key Space (S) Pte Ltd. |
Page 7 of 14
This Amendment No. 1 to Schedule 13D amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission on February 16, 2021 (the “Original Schedule 13D”), relating to the Class A ordinary shares, par value US$0.00001 per share (“Class A Ordinary Shares”) of Q&K International Group Limited (the “Issuer”) filed jointly by (i) Crescent Capital Investments Ltd., (ii) CRESCENT GP LTD., (iii) David McKee Hand, (iv) Crescent Green Investments Ltd., (v) CP QK Singapore Pte Ltd., (vi) Innovative Housing Solutions Pte. Ltd and (vii) Key Space (S) Pte Ltd. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original Schedule 13D.
| ITEM 1. | SECURITY AND ISSUER |
No modification.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Original Schedule 13D is hereby amended and restated as follows:
(a) This Statement on Schedule 13D is filed jointly by the following persons (collectively, the “Reporting Persons”): (i) Crescent Capital Investments Ltd., (ii) CRESCENT GP LTD., (iii) David McKee Hand, (iv) Crescent Green Investments Ltd., (v) CP QK Singapore Pte Ltd., and (vi) Key Space (S) Pte Ltd. The name, business address, present principal occupation or employment or principal business and citizenship or place of organization of each of the directors of Crescent Capital Investments Ltd., CRESCENT GP LTD., Crescent Green Investments Ltd., CP QK Singapore Pte Ltd. and Key Space (S) Pte Ltd are set forth in Schedule A hereto and are incorporated herein by reference. None of the Reporting Persons has any executive officers.
(b) Residence or Business Address:
| I: | For Crescent Capital Investments Ltd.: |
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
| II: | For CRESCENT GP LTD.: |
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
| III: | For David McKee Hand: |
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
| IV: | For Crescent Green Investments Ltd.: |
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
| V: | For CP QK Singapore Pte Ltd.: |
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
| VI: | For Key Space (S) Pte Ltd: |
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
(c) The principal business of Crescent Capital Investments Ltd., CRESCENT GP LTD., Crescent Green Investments Ltd., CP QK Singapore Pte Ltd. and Key Space (S) Pte Ltd is managing private investments and also provides investment related services. David McKee Hand is the Co-Founder & Managing Partner at Crescent Point. The principal business of Crescent Point is managing private investments. The address of Crescent Point is 38 Beach Road, #32-12 South Beach Tower, Singapore 186797.
Page 8 of 14
(d) Neither any of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither any of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the last five years, 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) Citizenship or the place of organization:
| I: | For Crescent Capital Investments Ltd.: Cayman Islands |
| II: | For CRESCENT GP LTD.: Cayman Islands |
| III: | For David McKee Hand: United States of America |
| IV: | For Crescent Green Investments Ltd.: Cayman Islands |
| V: | For CP QK Singapore Pte Ltd.: Singapore |
| VI: | For Key Space (S) Pte Ltd: Singapore |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
Pursuant to the Purchase Agreement, from February 25, 2021 to January 27, 2022, Key Space (S) Pte Ltd subscribed to additional series 1 and series 2 Notes in the aggregate principal amount of US$8.8 million at par and Warrants to purchase 246,270 ADSs in aggregate, for investment purposes.
The source of funds used for these transactions were the working capital of Key Space (S) Pte Ltd. The details of each transaction are shown in the table below, excluding any accrued interest.
Page 9 of 14
| Date of Issuance |
February 25, 2021 |
April 7, 2021 |
May 18, 2021 |
June 21, 2021 |
July 13, 2021 |
July 30, 2021 |
September 8, 2021 |
September 30, 2021 |
October 19, 2021 |
November 1, 2021 |
November 29, 2021 |
December 10, 2021 |
January 6, 2022 |
January 27, 2022 |
Total | |||||||||||||||||||||||||||||||||||||||||||||
| Notes |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principal Amount of Notes (Series 1) Issued (US$) |
608,879 | 392,059 | 167,813 | 166,625 | 445,521 | 103,955 | 65,343 | 52,869 | 57,918 | 69,353 | 57,621 | 56,433 | 92,074 | 282,164 | 2,618,627 | |||||||||||||||||||||||||||||||||||||||||||||
| Principal Amount of Notes (Series 2) Issued (US$) |
1,441,121 | 927,941 | 397,187 | 394,375 | 1,054,479 | 246,045 | 154,657 | 125,131 | 137,082 | 164,148 | 136,379 | 133,567 | 217,926 | 667,836 | 6,197,874 | |||||||||||||||||||||||||||||||||||||||||||||
| Notes Conversion Price per ADS (US$)(1) |
3.7111 | 3.2528 | 2.3116 | 1.7714 | 1.7804 | 1.6097 | 1.1242 | 0.8633 | 0.8443 | 0.9413 | 0.8974 | 0.6762 | 0.5701 | 0.5922 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Number of ADSs Issuable upon Conversion of Notes (Series 1 and Series 2) at Conversion Price |
552,394 | 405,799 | 244,424 | 316,692 | 842,488 | 217,435 | 195,702 | 206,190 | 230,955 | 248,068 | 216,190 | 280,982 | 543,745 | 1,604,188 | 6,105,252 | |||||||||||||||||||||||||||||||||||||||||||||
| Warrants |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount of Warrants Issued (US$) |
82,000 | 52,800 | 22,600 | 22,440 | 60,000 | 14,000 | 8,800 | 7,120 | 7,800 | 9,340 | 7,760 | 7,600 | 12,400 | 38,000 | 352,660 | |||||||||||||||||||||||||||||||||||||||||||||
| Warrants Exercise Price per ADS (US$)(2) |
3.5418 | 3.3271 | 2.6282 | 1.6531 | 1.6139 | 1.5793 | 1.3422 | 1.0514 | 0.9149 | 0.8551 | 0.8003 | 0.7148 | 0.6525 | 0.5678 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Number of ADSs Issuable upon Exercise of Warrants at Warrants Exercise Price |
23,152 | 15,870 | 8,599 | 13,575 | 37,177 | 8,865 | 6,556 | 6,772 | 8,526 | 10,922 | 9,697 | 10,633 | 19,003 | 66,923 | 246,270 | |||||||||||||||||||||||||||||||||||||||||||||
| (1) | if certain ADS offerings are conducted, the note conversion price should be 80% of the issue price of such ADS offerings; subject to adjustments upon the occurrence of certain specified dilutive events |
| (2) | subject to certain adjustments upon the occurrence of certain dilutive events |
| ITEM 4. | PURPOSE OF TRANSACTION |
No modification.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
Page 10 of 14
(a) Each of the Reporting Persons’ current ownership in the securities of the Issuer is set forth on the cover pages to this Statement on Schedule 13D and is incorporated by reference herein. The Reporting Persons disclaim membership in any “group” with any person other than the Reporting Persons.
(b) The following table sets forth the beneficial ownership of the class of securities reported on for each of the Reporting Persons.
| Reporting Person | Number of Shares Beneficially Owned(1) |
Percentage of Securities |
Sole Power to Vote/Direct Vote(1) |
Shared Power to Vote/Direct Vote(1) |
Sole Power to Dispose/Direct Disposition(1) |
Shared Power to Dispose/Direct Disposition(1) |
||||||||||||||||||
| Crescent Capital Investments Ltd. |
624,360,584 | (2) | 35.0 | %(3) | 0 | 624,360,584 | (2) | 0 | 624,360,584 | (2) | ||||||||||||||
| CRESCENT GP LTD. |
624,360,584 | (2) | 35.0 | %(3) | 0 | 624,360,584 | (2) | 0 | 624,360,584 | (2) | ||||||||||||||
| David McKee Hand |
624,360,584 | (2) | 35.0 | %(3) | 0 | 624,360,584 | (2) | 0 | 624,360,584 | (2) | ||||||||||||||
| Crescent Green Investments Ltd. |
314,539,304 | (4) | 21.3 | %(5) | 0 | 314,539,304 | (4) | 0 | 314,539,304 | (4) | ||||||||||||||
| CP QK Singapore Pte Ltd. |
314,539,304 | (4) | 21.3 | %(5) | 0 | 314,539,304 | (4) | 0 | 314,539,304 | (4) | ||||||||||||||
| Key Space (S) Pte Ltd |
309,821,280 | (6) | 17.4 | %(3) | 0 | 309,821,280 | (6) | 0 | 309,821,280 | (6) | ||||||||||||||
| (1) | Beneficial ownership information is presented as of February 9, 2022. |
| (2) | Represents 624,360,584 Class A Ordinary Shares, which include (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd., (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 Notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the Warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltd’s voting power is held by Crescent Capital Investments Ltd. The majority of CP QK Singapore Pte Ltd.’s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. The majority of Crescent Capital Investments Ltd.’s voting power is held by CRESCENT GP LTD. The majority of CRESCENT GP LTD.’s voting power is held by David McKee Hand. |
| (3) | This percentage is calculated using 1,784,480,491 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records, (ii) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 Notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the Warrants directly held by Key Space (S) Pte Ltd. |
| (4) | Represents 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd. The majority of CP QK Singapore Pte Ltd.’s voting power is held by Crescent Green Investments Ltd. |
| (5) | This percentage is calculated using 1,474,659,211 Class A Ordinary Shares as the denominator, which is equal to 1,474,659,211 Class A Ordinary Shares outstanding as of December 31, 2021 as derived from the Issuer’s corporate records. |
| (6) | Represents 309,821,280 Class A Ordinary Shares, which include (i) 298,013,340 Class A Ordinary Shares represented by 9,933,778 ADSs issuable upon conversion of the series 1 and series 2 Notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (ii) 11,807,940 Class A Ordinary Shares represented by 393,598 ADSs issuable upon exercise of the Warrants directly held by Key Space (S) Pte Ltd. |
(c) Other than as described in Items 3 above, there have been no transactions in the class of securities reported on that were effected during the past sixty days by any of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
No modification.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
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Item 7 of the Original Schedule 13D is hereby amended and restated as follows:
| Exhibit Number |
Title | |
| 99.1 | Joint Filing Agreement, dated February 9, 2022, among Crescent Capital Investments Ltd., CRESCENT GP LTD., David McKee Hand, Crescent Green Investments Ltd., CP QK Singapore Pte Ltd. and Key Space (S) Pte Ltd | |
| 99.2* | Convertible notes and warrant purchase agreement, dated July 22, 2020, between the Issuer and Key Space (S) Pte Ltd | |
| 99.3* | Amendment No. 1 to the convertible notes and warrant purchase agreement, dated July 29, 2020, between the Registrant and Key Space (S) Pte Ltd | |
| * | Previously filed. |
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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.
Dated: February 9, 2022
| Crescent Capital Investments Ltd. | ||
| By: | /s/ David McKee Hand | |
| Name: David McKee Hand Title: Director | ||
| CRESCENT GP LTD. | ||
| By: | /s/ David McKee Hand | |
| Name: David McKee Hand | ||
| Title: Director | ||
| David McKee Hand | ||
| By: | /s/ David McKee Hand | |
| Crescent Green Investments Ltd. | ||
| By: | /s/ David McKee Hand | |
| Name: David McKee Hand Title: Director | ||
| CP QK Singapore Pte Ltd. | ||
| By: | /s/ Yin Shao Siang | |
| Name: Yin Shao Siang Title: Director | ||
| Key Space (S) Pte Ltd | ||
| By: | /s/ Lawrence Yong Chye Lim | |
| Name: Lawrence Yong Chye Lim | ||
| Title: Director | ||
Page 13 of 14
Schedule A
Directors of Certain Reporting Persons
| Entity |
Director |
Business Address |
Present Principal |
Citizenship/Place of | ||||
| Crescent Capital Investments Ltd.
|
David McKee Hand | 38 Beach Road, #32-12 South Beach Tower, Singapore 186797 | Co-Founder & Managing Partner at Crescent Point | United States of America | ||||
| CRESCENT GP LTD.
| ||||||||
| Crescent Green Investments Ltd. | ||||||||
| CP QK Singapore Pte Ltd. | Yin Shao Siang | 38 Beach Road, #32-12 South Beach Tower, Singapore 186797 | Vice President of Crescent Point | Malaysia | ||||
| Key Space (S) Pte Ltd | Lawrence Yong Chye Lim | 38 Beach Road, #32-12 South Beach Tower, Singapore 186797 | Chief Financial Officer of Crescent Point | Singapore | ||||
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