SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EQONEX LIMITED
(Name of Issuer)
Ordinary shares, no par value per share
(Title of Class of Securities)
Y2074E109
(CUSIP Number)
Yu Helen Hai
c/o Bifinity UAB
Technopolis Beta Vilnius Business Centre
J. Balčikonio g. 3, Vilnius 08247
Vilnius, Republic of Lithuania
Telephone: +370 613 60 184
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
May 16, 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 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).
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Bifinity UAB | |||||
| 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
Republic of Lithuania | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,777,038(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,777,038(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,777,038(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | Represents ordinary shares which are currently issuable upon conversion of the Loan described herein, including accrued but unpaid interest with respect to the Loan as of May 16, 2022. |
| (2) | Calculated based upon an aggregate of 46,442,058 ordinary shares as stated in Amendment No. 6 to the Issuer’s registration statement on Form F-1 filed with the Securities and Exchange Commission on May 2, 2022, plus 4,777,038 ordinary shares which are issuable upon conversion of the Loan. |
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Changpeng Zhao | |||||
| 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
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,777,038(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,777,038(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,777,038(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Represents ordinary shares issuable upon conversion of the Loan described herein, including accrued but unpaid interest with respect to the Loan as of May 16, 2022. |
| (2) | Calculated based upon an aggregate of 46,442,058 ordinary shares as stated in Amendment No. 6 to the Issuer’s registration statement on Form F-1 filed with the Securities and Exchange Commission on May 2, 2022, plus 4,777,038 ordinary shares which are issuable upon conversion of the Loan. |
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on April 29, 2022 with respect to the Issuer by the Reporting Persons (the “Original Filing”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.
This Amendment is being filed to reflect the drawdown of the third tranche (“Third Tranche”) of the Loan in the amount of US$3,000,000 by the Issuer and payment of the Third Tranche by Bifinity UAB to the Issuer on May 16, 2022.
Capitalized terms used but not defined in this Amendment have the respective meanings as set forth in the Original Filing.
| Item 3 | Source and Amount of Funds or Other Consideration |
Item 3 is hereby supplemented by inserting the following at the end of the fourth paragraph:
On May 11, 2022, the Board appointed Daniel Ling as chief financial officer of the Issuer.
Item 3 is hereby supplemented by inserting the following at the end of the fifth paragraph:
The third tranche of the Loan, in the amount of US$3,000,000, was drawn down by the Issuer and paid by Bifinity UAB to the Issuer on May 16, 2022.
Item 3 is hereby amended by replacing the sixth and seventh paragraphs with the following:
Bifinity UAB may in its sole and absolute discretion, at any time while any part of the Loan remains outstanding, convert all (or a portion) of a tranche of the Loan (and all accrued but unpaid interest in connection with all (or a portion) of the relevant tranche being converted) into Ordinary Shares at a conversion price of US$1.89 per share (being the 50-day moving average of the Issuer’s public share price quoted on the Nasdaq Stock Market, calculated on the business day prior to the date of the Convertible Loan Agreement). However, Bifinity UAB may not exercise its conversion right to the extent that to do so would cause any breach by the Issuer of any law or regulation applicable to it or, unless a requisite waiver from the provisions of theSingapore Code on Take-overs and Mergers has been obtained, cause Bifinity UAB to hold more than 29.9% of the entire issued share capital of the Issuer. If and when issued, such Ordinary Shares will rank pari passu in all respects with the then existing Ordinary Shares of the Issuer.
No portion of the Loan has been converted into Ordinary Shares as of the date of the filing of this Amendment. If the entire Loan is drawn down and the entire principal amount is converted into Ordinary Shares at the conversion price of US$1.89 per share (but without taking into account any Ordinary Shares issuable upon conversion of accrued but unpaid interest) and assuming that 46,442,058 Ordinary Shares are issued and outstanding immediately prior to such conversion (being the total number of Ordinary Shares issued and outstanding as of the date of the filing of this Amendment as provided by the Issuer), the Reporting Persons would own approximately 29.1% of the Issuer’s share capital after giving effect to such conversion.
| Item 4 | Purpose of Transaction |
Item 4 is hereby amended by incorporating by reference the information set forth in Item 3 above.
| Item 5 | Interest in Securities of the Issuer |
Items 5(a) and 5(b) are hereby amended by replacing them in their entirety with the following:
(a)-(b) The information required by Items 5(a) and 5(b) is set forth in Rows 7-13 of the cover page for each of the Reporting Persons and is incorporated herein by reference. As a result of his ownership of Bifinity UAB, Changpeng Zhao may be deemed to control Bifinity UAB and may be deemed to share beneficial ownership and voting and dispositive power over the ordinary shares of the Issuer which are issuable upon conversion of the Loan.
| Item 6 | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended by incorporating by reference the information set forth in Item 3 above.
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: May 23, 2022
| BIFINITY UAB | ||
| By: | /s/ Yu Helen Hai | |
| Name: | Yu Helen Hai | |
| Title: | President | |
| CHANGPENG ZHAO | ||
| /s/ Changpeng Zhao | ||
Schedule A
Schedule A of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
Set forth below are the name, current principal occupation, citizenship and business address of each director, executive officer and controlling person of Bifinity UAB.
Bifinity UAB
| Name |
Principal Occupation |
Citizenship |
Business Address | |||
| Jonathan Stuart Farnell | Chief executive officer and Director of Bifinity UAB; head of the UK operations of Binance, an affiliate of Bifinity UAB; president of the Issuer | United Kingdom of Great Britain and Northern Ireland | 14 Pitfield Way, Nether Alderley, Cheshire, United Kingdom | |||
| Yu Helen Hai | President of Bifinity UAB; Director of Bifinity UAB; head of the NFT and fan token platforms of the Binance group and the Binance Charity Foundation | United Kingdom of Great Britain and Northern Ireland | 58 Stretton Mansions, Glaisher Street, London, SE8 3JP, United Kingdom | |||
| Changpeng Zhao | Sole shareholder of Bifinity UAB; co-founder and chief executive officer of the Binance group | Canada | #05-14, BLK 9A, 9 Sophia Road, Singapore, 228193, Singapore | |||
| Saulius Galatiltis | Director of Bifinity UAB | Republic of Lithuania | Pavilnio Sodų 17-oji, 29, St. Vilnius, the Republic of Lithuania |