UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Q&K International Group Limited
(Name of Issuer)
Class A ordinary shares, par value $0.00001 per share
(Title of Class of Securities)
G7308L100**
(CUSIP Number)
Marie Edwine Zarei
Unit 306
Cedar Mansion II
Escriva Drive, Ortigas Center 1605
Pasig City Manila Philippines
Telephone: +63-917-833-1411
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)
May 25, 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 74738J201 applies to the American Depositary Shares (“ADSs”) of the Issuer, each representing 150 Class A Ordinary Shares. |
CUSIP No: G7308L100
| 1. |
Names of reporting persons
Marie Edwine Zarei | |||||
| 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
The Philippines | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
1,266,351,0001 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
1,266,351,0001 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
1,266,351,0001 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
4.9%2 | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| 1. | Represents 1,266,351,000 Class A Ordinary Shares directly held by Azure Investments Ltd. Azure Investments Ltd. is wholly owned by Marie Edwine Zarei. Beneficial ownership information is presented as of May 25, 2022. |
| 2. | This percentage is calculated using 25,583,350,861 Class A Ordinary Shares as the denominator, which is the total Class A Ordinary Shares outstanding as of May 25, 2022 as derived from the Issuer’s corporate records. |
CUSIP No: G7308L100
| 1. |
names of reporting persons
Azure 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
1,266,351,0001 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
1,266,351,0001 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
1,266,351,0001 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
4.9%2 | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 1. | Represents 1,266,351,000 Class A Ordinary Shares directly held by Azure Investments Ltd. |
| 2. | This percentage is calculated using 25,583,350,861 Class A Ordinary Shares as the denominator, which is the total Class A Ordinary Shares outstanding as of May 25, 2022 as derived from the Issuer’s corporate records. |
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates 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”). The principal executive offices of the Issuer are located at Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, 200032, People’s Republic of China.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement on Schedule 13D is filed jointly by the following persons (collectively, the “Reporting Persons”): (i) Marie Edwine Zarei and (ii) Azure Investments Ltd. The name, business address, present principal occupation or employment or principal business and citizenship or place of organization of the director of Azure Investments 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 Marie Edwine Zarei: |
Unit 306, Cedar Mansion II, Escriva Drive, Ortigas Center, 1605 Pasig City, Manila, Philippines
| II: | For Azure Investments Ltd.: |
Unit 306, Cedar Mansion II, Escriva Drive, Ortigas Center, 1605 Pasig City, Manila, Philippines
(c) The principal business of Azure Investments Ltd. is making and managing private investments and providing investment related services. Marie Edwine Zarei is the sole shareholder and director of Azure Investments Ltd.
(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 Marie Edwine Zarei: The Philippines
II. For Azure Investments Ltd.: Cayman Islands
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 25, 2022, the Issuer issued 8,617,124,250 Class A Ordinary Shares to Azure Investments Ltd., a lender to the Issuer under the Issuer’s outstanding facility (the “Converted Loan”) for a total consideration of US$36,185,890. The payment of the total consideration was made as a set off of the Issuer’s obligations to Azure Investments Ltd. under the Converted Loan. On the same day, Azure Investments Ltd. transferred 7,350,773,250 Class A Ordinary Shares to non-US persons in offshore transactions under Regulation S.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth in Items 3 and 6 is hereby incorporated by reference in this Item 4.
Although none of the Reporting Persons has any present intention to acquire additional securities of the Issuer, they intend to review their respective investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to their respective course of action (as well as to the specific elements thereof), each Reporting Person currently expects that he or she or it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; changes in law and government regulations; general economic conditions; and liquidity and stock market conditions, including the market price of the securities of the Issuer.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(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(2) |
Sole Power to Vote/Direct Vote |
Shared Power to Vote/Direct Vote(1) |
Sole Power to Dispose/Direct Disposition |
Shared Power to Dispose/Direct Disposition(1) |
||||||||||||||||||
| Marie Edwine Zarei |
1,266,351,000 | 4.9 | % | 0 | 1,266,351,000 | 0 | 1,266,351,000 | |||||||||||||||||
| Azure Investments Ltd. |
1,266,351,000 | 4.9 | % | 0 | 1,266,351,000 | 0 | 1,266,351,000 | |||||||||||||||||
(1) Represents 1,266,351,000 Class A Ordinary Shares directly held by Azure Investments Ltd. Azure Investments Ltd. is wholly owned by Marie Edwine Zarei. Beneficial ownership information is presented as of May 25, 2022.
(2) The percentage is calculated using 25,583,350,861 Class A Ordinary Shares as the denominator, which is the total Class A Ordinary Shares outstanding as of May 25, 2022 as derived from the Issuer’s corporate records.
(c) Other than as described in Items 3 and 4 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) On May 25, 2022, all the Reporting Persons ceased to be the beneficial owners of more than five percent of the class of securities reported.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as described in Items 1 through 7 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except for standard default and similar provisions contained in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit Number |
Title | |
| 99.1 | Joint Filing Agreement, dated June 3, 2022, among Marie Edwine Zarei and Azure Investments Ltd. | |
| 99.2 | Subscription agreement dated May 25, 2022, between the Issuer and Azure Investments Ltd. | |
| 99.3 | Payoff letter dated May 25, 2022, between the Issuer and Azure Investments Ltd. | |
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: June 3, 2022
| Marie Edwine Zarei | ||
| By: /s/ Marie Edwine Zarei | ||
| Azure Investments Ltd. | ||
| By: /s/ Marie Edwine Zarei | ||
| Name: Marie Edwine Zarei | ||
| Title: Director | ||
Schedule A
Directors of Certain Reporting Persons
| Entity |
Director |
Business Address |
Present Principal Principal Business |
Citizenship/Place | ||||
| Azure Investments Ltd. | Marie Edwine Zarei | Unit 306, Cedar Mansion II, Escriva Drive, Ortigas Center, 1605 Pasig City, Manila, Philippines | Director | The Philippines |