SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 3)*
Borqs Technologies, Inc.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G1466B103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*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).
(Continued on following pages)
Page 1 of 15 Pages
Exhibit Index Contained on Page 13
| CUSIP NO. G1466B103 | 13 G | Page 2 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Ventures II, L.P. (“GSR II”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER.
0 shares. |
| 6 | SHARED VOTING POWER
0 shares. | |
| 7 | SOLE DISPOSITIVE POWER
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | PN |
| CUSIP NO. G1466B103 | 13 G | Page 3 of 15 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Partners II, L.P. (“Partners II”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares. |
| 6 | SHARED VOTING POWER
0 shares. | |
| 7 | SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | PN |
| CUSIP NO. G1466B103 | 13 G | Page 4 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Partners II, Ltd. (“GSR II Ltd”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER.
0 shares. |
| 6 | SHARED VOTING POWER
0 shares. | |
| 7 | SOLE DISPOSITIVE POWER
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | OO |
| CUSIP NO. G1466B103 | 13 G | Page 5 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Associates II, L.P. (“Associates II”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER.
0 shares. |
| 6 | SHARED VOTING POWER
0 shares. | |
| 7 | SOLE DISPOSITIVE POWER
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | PN |
| CUSIP NO. G1466B103 | 13 G | Page 6 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Richard Lim |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER.
0 shares. |
| 6 |
SHARED VOTING POWER
0 shares. | |
| 7 |
SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER.
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. G1466B103 | 13 G | Page 7 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
James Ding |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER.
0 shares. |
| 6 |
SHARED VOTING POWER
0 shares. | |
| 7 |
SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER.
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. G1466B103 | 13 G | Page 8 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Alexander Pan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER.
0 shares. |
| 6 |
SHARED VOTING POWER
0 shares. | |
| 7 |
SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER.
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. G1466B103 | 13 G | Page 9 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Kevin Fong |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER.
0 shares. |
| 6 |
SHARED VOTING POWER
0 shares. | |
| 7 |
SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER.
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. G1466B103 | 13 G | Page 10 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Ryann Yap |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER.
0 shares. |
| 6 |
SHARED VOTING POWER
0 shares. | |
| 7 |
SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER.
0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN |
| CUSIP NO. G1466B103 | 13 G | Page 11 of 15 |
This Amendment No. 3 amends the Statement on Schedule 13G previously filed by (i) GSR Ventures II, L.P., a Cayman Islands limited partnership (“GSR II”); (ii) GSR Partners II, L.P., a Cayman Islands limited partnership (“Partners II”); (iii) GSR Partners II, Ltd, a Cayman Islands exempted company (“GSR II Ltd”); (iv) GSR Associates II, L.P., a Cayman Islands limited partnership (“Associates II”); (v) Richard Lim (“Lim”), a citizen of the United States; (vi) James Ding (“Ding”), a citizen of Hong Kong; (vii) Alexander Pan (“Pan”), a citizen of Hong Kong; (viii) Kevin Fong (“Fong”), a citizen of the United States; and (ix) Ryann Yap (“Yap”), a citizen of Singapore (together with all prior and current amendments thereto, this “Schedule 13G”). Only those items as to which there has been a change are included in this Amendment No. 3.
| ITEM 4. | OWNERSHIP The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021. |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x |
| CUSIP NO. G1466B103 | 13 G | Page 12 of 15 |
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: February 9, 2022
| Entities: | GSR Ventures II, L.P. | |
| GSR Associates II, L.P. | ||
| GSR Partners II, L.P. | ||
| GSR Partners II, Ltd. |
| By: | /s/ Ryann Yap | |
| Ryann Yap, Attorney-in-fact for | ||
| the above-listed entities | ||
| Individuals: | Richard Lim | |
| James Ding | ||
| Alexander Pan | ||
| Kevin Fong | ||
| Ryann Yap |
| By: | /s/ Ryann Yap | |
| Ryann Yap, Attorney-in-fact for | ||
| the above-listed individuals |
| CUSIP NO. G1466B103 | 13 G | Page 13 of 15 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 14 |
| Exhibit B: Power of Attorney | 15 |
| CUSIP NO. G1466B103 | 13 G | Page 14 of 15 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Borqs Technologies, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
| CUSIP NO. G1466B103 | 13 G | Page 15 of 15 |
exhibit B
POWER OF ATTORNEY
Ryann Yap has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.