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. )*
| FORMATION MINERALS, INC. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 81726B108 |
| (CUSIP Number) |
|
Tsz King Chan 21C Block 1 The Leighton Happy Valley Hong Kong |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 15, 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 which 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(b) 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. 81726B108 | SCHEDULE 13D | Page 1 of 6 |
| 1 |
name of reporting person
|
||
| 2 |
check the appropriate box if a member of a group*
|
(a) ☐ (b) ☐ | |
| 3 |
sec use only
|
||
| 4 |
source of funds*
PF, OO |
||
| 5 |
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
☐ | |
| 6 |
citizenship or place of organization
Hong Kong, China |
||
| number of shares beneficially owned by each reporting person with |
7 |
sole voting power
10,881,000 |
|
| 8 |
shared voting power
3,758,000 |
||
| 9 |
sole dispositive power
10,881,000 |
||
| 10 |
shared dispositive power
3,758,000 |
||
| 11 |
aggregate amount beneficially owned by each reporting person
14,639,000 |
||
| 12 |
check box if the aggregate amount in row (11) excludes certain shares*
|
☐ | |
| 13 |
percent of class represented by amount in row (11)
16.02% (1) |
||
| 14 |
type of reporting person*
IN |
||
* SEE INSTRUCTIONS
(1) Percentage is based on 91,377,034 shares of common stock, par value $0.01 per share (“Common Stock”) of Formation Minerals, Inc., a Nevada corporation, formerly known as SensaSure Technologies Inc. (the “Issuer”), issued and outstanding on May 10, 2024, based on information provided by the Issuer.
| CUSIP No. 81726B108 | SCHEDULE 13D | Page 2 of 6 |
| 1 |
name of reporting person
|
||
| 2 |
check the appropriate box if a member of a group*
|
(a) ☐ (b) ☐ | |
| 3 |
sec use only
|
||
| 4 |
source of funds*
WC, OO |
||
| 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
3,758,000 |
||
| 9 |
sole dispositive power
0 |
||
| 10 |
shared dispositive power
3,758,000 |
||
| 11 |
aggregate amount beneficially owned by each reporting person
3,758,000 |
||
| 12 |
check box if the aggregate amount in row (11) excludes certain shares*
|
☐ | |
| 13 |
percent of class represented by amount in row (11)
4.11%(1) |
||
| 14 |
type of reporting person*
OO |
||
(1) Percentage is based on 91,377,034 shares of Common Stock issued and outstanding on May 10, 2024, based on information provided by the Issuer.
| CUSIP No. 81726B108 | SCHEDULE 13D | Page 3 of 6 |
| Item 1. | Security and Issuer. |
This Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Formation Minerals, Inc., a Nevada corporation, formerly known as SensaSure Technologies Inc. (the “Issuer”). The Issuer’s principal executive offices are located at P.O. Box 67, Jacksboro, Texas 76458.
| Item 2. | Identity and Background. |
| (a) | This Schedule 13D is being filed by Tsz King Chan, an individual (“Mr. Chan”), and Horizon Private Limited Fund, a company organized in Singapore (“Horizon”). The foregoing persons are hereinafter sometimes referred to as the “Reporting Persons”. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13D should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. |
| (b) | Mr. Chan’s principal business address is 12 C Block 1, The Leighton Happy Valley, Hong Kong. Horizon’s principal business address is 18 Marina Boulevard #19-10, Singapore 018980. |
| (c) | Mr. Chan’s presently serves as the owner and sole director of Horizon. The principal business of Horizon is investing. |
| (d) | During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, no Reporting Person has 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) | Mr. Chan is a citizen of Hong Kong and Horizon is a company organized in Singapore. |
| Item 3. | Source or Amount of Funds or Other Consideration. |
On or about January 15, 2022, Mr. Chan purchased 2,081,000 shares of Common Stock for $0.065 per share, through a private placement using personal funds.
On December 15, 2022, in connection with his appointment as President and a director of the Issuer, Mr. Chan was awarded 8,800,000 shares of Common Stock for his service as President and a director of the Issuer, which were subject to vesting. Upon Mr. Chan’s resignation as President and director of the Issuer on December 15, 2023, such shares of Commo n Stock were accelerated to become fully vested.
On or about February 9, 2022, Horizon purchased 2,530,000 shares of Common Stock for $0.074 per share, through a private placement, using working capital.
On or about May 19, 2023, Horizon purchased 1,228,000 shares of Common Stock for $0.1 per share from a private seller using personal funds.
| Item 4. | Purpose of Transaction. |
Mr. Chan acquired 2,081,000 shares of Common Stock for investment purposes and was awarded 8,800,000 shares of Common Stock for his services as President and a director of the Issuer. Horizon acquired its 3,758,000 shares of Common Stock for investment purposes.
| CUSIP No. 81726B108 | SCHEDULE 13D | Page 4 of 6 |
Except as otherwise described herein, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although each Reporting Person reserves the right, at any time and from time to time, to review or reconsider such Reporting Person’s position and/or change such Reporting Person’s purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons intend to review from time to time their investment in the Issuer and the Issuer’s business affairs, financial position, performance and other investment considerations. The Reporting Persons may from time to time engage in discussions with the Issuer, its directors and officers, other stockholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. Based upon such review and discussions, as well as general economic, market and industry conditions and prospects and the Reporting Persons’ liquidity requirements and investment considerations, and subject to the limitations in the agreements described below, the Reporting Persons may consider additional courses of action, which may include, in the future, formulating plans or proposals regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
| (a) – (b) |
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 91,377,034 shares of Common Stock issued and outstanding as of May 10, 2024 based on information provided by the Issuer. Mr. Chan serves as the sole director, officer and beneficial owner of Horizon and, accordingly, Mr. Chan may also be deemed to beneficially own the shares of Common Stock held directly by Horizon.
| Reporting Person | Amount Held Directly |
Percent of Class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| Mr. Chan | 10,881,000 | 11.97 | % | 10,881,000 | 3,758,000 | 10,881,000 | 3,758,000 | |||||||||||||||||
| Horizon | 3,758,000 | 4.11 | % | 0 | 3,758,000 | 0 | 3,758,000 | |||||||||||||||||
| (c) | The Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Common Stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons 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 Common Stock beneficially owned by the Reporting Persons as reported in this Schedule 13D. |
| (e) | Not applicable. |
| CUSIP No. 81726B108 | SCHEDULE 13D | Page 5 of 6 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
None.
| Item 7. | Material to be filed as Exhibits. |
| Exhibit | Description | |
| 99.1 | Agreement of Joint Filing, dated as of July [_], 2024, by and between the Reporting Persons. |
| CUSIP No. 81726B108 | SCHEDULE 13D | Page 6 of 6 |
SIGNATURES
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: August 2, 2024 | TSZ KING CHAN | |
| /s/ Tsz King Chan | ||
|
HORIZON PRIVATE FUND LIMITED | ||
| By: | /s/ Tsz King Chan | |
| Tsz King Chan | ||
| Authorized Signatory | ||