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. )*
MultiMetaVerse Holdings Limited
(Name of Issuer)
Class A ordinary shares, no par value per share
(Title of Class of Securities)
G6360J102
(CUSIP Number)
Building
D3, No. 718, Lingshi Road, Jingan District
Shanghai, China, 200072
Attention: Xiaodan Qu
Phone: +86-21-61853907
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 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: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 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. G6360J102 |
1. Names of Reporting Persons.
F.L.M Holdings Limited |
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
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. Sole Voting Power
2,016,000 (1) |
8. Shared Voting Power
| |
9. Sole Dispositive Power
2,016,000 | |
10. Shared Dispositive Power
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,016,000 (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)
6.15% (2) |
14. Type of Reporting Person (See Instructions)
CO |
| (1) | Includes 585,554 Class A ordinary shares, no par value per share (the “Class A Ordinary Shares”) of MultiMetaVerse Holdings Limited (the “Issuer”) subject to Share Restriction Agreement described in Item 3 below. |
| (2) | Percentage is calculated based on 32,798,890 ordinary shares issued and outstanding immediately following the consummation of the Business Combination (as defined below) on January 4, 2022 as disclosed in the Issuer’s Form 20-F, filed on January 10, 2023. |
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| CUSIP No. G6360J102 |
1. Names of Reporting Persons.
Xiaodan Qu |
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
People’s Republic of China |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. Sole Voting Power
2,016,000 (1) |
8. Shared Voting Power
| |
9. Sole Dispositive Power
2,016,000 | |
10. Shared Dispositive Power
| |
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,016,000 (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)
6.15% (2) | |
14. Type of Reporting Person (See Instructions)
IN | |
| (1) | Includes 585,554 Class A Ordinary Shares subject to Share Restriction Agreement described in Item 3 below. Xiaodan Qu, through Unique Dan Holdings Limited, a British Virgin Islands company owned by him, owns 39.3% of the equity interests, and serves as the sole director, of F.L.M. The remaining 60.7% of the equity interests of F.L.M is owned by Shanghai Tang Huan Information Technology L.P., a limited partnership established in the People’s Republic of China, which may also be deemed to be controlled by Xiaodan Qu as its general partner. Therefore, Xiaodan Qu may be deemed to be beneficial owner of the Class A Ordinary Shares held by F.L.M. |
| (2) | Percentage is calculated based on 32,798,890 ordinary shares issued and outstanding immediately following the consummation of the Business Combination (as defined below) on January 4, 2023 as disclosed in the Issuer’s Form 20-F, filed on January 10, 2023. |
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Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the Class A Ordinary Shares of the Issuer. The principal executive offices of the Issuer are located at Building D3, 718 Lingshi Road Jing’An District, Shanghai 200072, People’s Republic of China. The Issuer’s Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol “MMV.”
Item 2. Identity and Background.
| (a) |
This Statement is filed jointly by (i) F.L.M and (ii) Xiaodan Qu (collectively, the “Reporting Persons”).
Xiaodan Qu, through Unique Dan Holdings Limited, a British Virgin Islands company owned by him, owns 39.3% of the equity interests, and serves as the sole director, of F.L.M. The remaining 60.7% of the equity interests of F.L.M is owned by Shanghai Tang Huan Information Technology L.P., a limited partnership established in the People’s Republic of China, which may also be deemed to be controlled by Xiaodan Qu as its general partner. Therefore, Xiaodan Qu may be deemed to be beneficial owner of the Class A Ordinary Shares held by F.L.M. |
| (b) | The business address of the Reporting Persons is c/o MultiMetaVerse Holdings Limited, Building D3, 718 Lingshi Road Jing’An District, Shanghai 200072, People’s Republic of China. |
| (c) | Xiaodan Qu is a director of the Issuer and is the sole director of F.L.M. The principal business of F.L.M is a holding company of its passive investment. |
| (d)–(e) | During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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) | Xiaodan Qu is a citizen of the People’s Republic of China. F.L.M is a business company organized under the laws of the British Virgin Islands. |
Item 3. Source and Amount of Funds or Other Consideration.
On January 4, 2022 (the “Closing Date”), Model Performance Acquisition Corp., a British Virgin Islands business company (“MPAC”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Merger Agreement, dated as of August 6, 2021, as amended on January 6 and September 29, 2022 (the “Merger Agreement”), by and among MPAC, the Issuer (f/k/a Model Performance Mini Corp., Model Performance Mini Sub Corp., MultiMetaVerse Inc. (“Legacy MMV”), and certain shareholders of Legacy MMV.
Pursuant to the terms of the Merger Agreement, upon closing of the Business Combination, 9,396,522 Legacy MMV’s ordinary shares were automatically cancelled and converted into 2,016,000 Issuer’s Class A Ordinary Shares issued to F.L.M.
Pursuant to the terms of a second amendment to the Merger Agreement dated September 29, 2022, the Issuer entered into a share restriction agreement with each of Avatar Group Holdings Limited (“Avatar”), Lucky Cookie Holdings Limited (“Lucky Cookie”) and F.L.M (each a “Restricted Shareholder”), respectively (collectively, “Share Restriction Agreements”), pursuant to which, each Restricted Shareholder agreed that (i) 1,252,374 Class A Ordinary Shares issued to Lucky Cookie, 3,162,072 Class A Ordinary Shares issued to Avatar and 585,554 Class A Ordinary Shares issued to F.L.M in connection with the Business Combination pursuant to the Merger Agreement (collectively, “Restricted Closing Payment Shares”) will be non-transferable and subject to forfeiture by the Issuer if the Release Event (defined below) does not occur within 12 months following the closing of the Business Combination, (ii) such Restricted Closing Payment Shares shall vest and become transferable and non-forfeitable upon the successful creation of a new gameplay coupled with a public announcement regarding release of the new gameplay, whether through the introduction of a new mobile game or updates to an existing mobile game to revamp its gameplay and commercial appeal (the “Release Event”), with the determination of whether an event is deemed a Release Event to be determined by a majority vote of the independent directors of the board of the Issuer in their sole discretion; and (iii) until the vesting of the Restricted Closing Payment Shares, such Restricted Closing Payment Shares shall be held in escrow in accordance with the Share Restriction Agreements.
References to and descriptions of the Merger Agreement and Share Restriction Agreements herein are qualified in their entirety by reference to the Merger Agreement filed as Exhibits 2 and form of Share Restrictions Agreement filed as Exhibit 3 to this Statement and incorporated herein by reference.
Item 4. Purpose of Transaction.
The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the Issuer’s ordinary shares beneficially owned by the Reporting Persons, as reported in this Statement, were received in connection with the Business Combination.
Xiaodan Qu serves as a director of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
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Item 5. Interest in Securities of the Issuer.
| (a) - (b) |
The responses of each of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Class A Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of shares of Class A Ordinary Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (c) | Except as set forth in this Statement, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Issuer’s ordinary shares during the sixty days prior to the date of filing this Statement. |
| (d) | Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s ordinary shares beneficially owned by the Reporting Persons as reported in this Statement. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The descriptions of the Merger Agreement and the Share Restriction Agreements under Item 3 are incorporated herein by reference. The summary of certain provisions of such agreements in this Statement are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2 and 3, respectively, hereto and are incorporated herein by reference.
Lock-Up Agreement
In connection with the closing of the Business Combination, the Issuer entered into a Lock-up Agreement with F.L.M and certain other shareholders of the Issuer on January 4, 2023, pursuant to which each agrees, subject to certain customary exceptions, not to:
| (i) | offer, sell contract to sell, pledge, or otherwise dispose of, directly or indirectly, any ordinary share or securities convertible into or exercisable or exchangeable for ordinary share held by it immediately after the Effective Time, or enter into a transaction that would have the same effect; |
| (ii) | enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in cash or otherwise; or |
| (iii) | publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, edge or other arrangement, or engage in any “Short Sales” (as defined in the Lock-up Agreement) with respect to any security of the Issuer; |
until the date that is 180 calendar days after the consummation of the Business Combination; provided, however, that the restrictions set forth in the Lock-up Agreement shall not apply to (1) transfers or distributions to such shareholders current or former general or limited partners, managers or members, shareholders, other equity holders or other direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the shareholder’s immediate family or to a trust, the beneficiary of which is the shareholder or a member of the shareholder’s imm ediate family for estate planning purposes; (3) by virtue of will, intestate succession or the laws of descent and distribution upon death of the shareholder; (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of the Lock-up Agreement. Notwithstanding the foregoing, if after consummation of the Business Combination, there is a “Change of Control” of the Issuer (as defined in the Lock-up Agreement), all of the shares shall be released from the restrictions set forth therein.
References to and descriptions of the Lock-Up Agreements herein are qualified in their entirety by reference to the form of Lock-Up Agreement filed as Exhibit 4 to this Statement and incorporated herein by reference.
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Amended and Restated Registration Rights Agreement
In connection with the closing of the Business Combination, the Issuer, Lucky Cookie Holdings Limited, Avatar Group Holdings Limited, F.L.M, and First Euro Investments Limited entered into the Amended and Restated Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Issuer will, among other matters, be required to register for resale securities held by these shareholders of the Issuer. In addition, these shareholders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act.
References to and descriptions of the Registration Rights Agreement herein are qualified in their entirety by reference to the form of Registration Rights Agreement filed as Exhibit 5 to this Statement and incorporated herein by reference.
Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above or between such person and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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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.
| Date: January 17, 2023 | ||
| F.L.M Holdings Limited | ||
| By: | /s/ Xiaodan Qu | |
| Name: Xiaodan Qu | ||
| Title: Director | ||
| /s/ Xiaodan Qu | ||
| Xiaodan Qu | ||
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