UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
IBEX Limited
(Name of Issuer)
Common shares, par value $0.0001
(Title of Class of Securities)
G4690M101
(CUSIP Number)
December 31, 2023
(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)
☒ 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 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).
| CUSIP No. G4690M101 | Schedule 13G | Page 2 of 6 |
| 1 | NAME
OF REPORTING PERSON
The Resource Group International Limited | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE
VOTING POWER 5,468,915 | |
| 6 | SHARED
VOTING POWER 0 | ||
| 7 | SOLE
DISPOSITIVE POWER 5,468,915 | ||
| 8 | SHARED
DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,468,915 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 30.5% (1) | ||
| 12 | TYPE OF REPORTING PERSON
HC | ||
(1) Based on 17,938,752 common shares of IBEX Ltd. (the “Issuer”) outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.
| CUSIP No. G4690M101 | Schedule 13G | Page 3 of 6 |
| Item 1(a). | Name of Issuer: |
IBEX Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1717 Pennsylvania Ave. NW, Suite 825
Washington, DC, 20006
| Item 2(a). | Name of Person Filing: |
The Resource Group International Limited (“TRG”)
| Items 2(b). | Address of Principal Business Office or, if none, Residence: |
Crawford House, 50 Cedar Avenue
Hamilton HM11, Bermuda
| Items 2(c). | Citizenship: |
Bermuda
| Item 2(d). | Title of Class of Securities: |
Common shares, par value $0.0001 per share
| Item 2(e). | CUSIP NUMBER: |
G4690M101
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ☐ An investment adviser in accordance with §13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with §13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with §13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| CUSIP No. G4690M101 | Schedule 13G | Page 4 of 6 |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| (j) | ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 5,468,915 |
| (b) | Percent of Class: 30.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 5,468,915 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 5,468,915 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. G4690M101 | Schedule 13G | Page 5 of 6 |
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not Applicable.
| CUSIP No. G4690M101 | Schedule 13G | Page 6 of 6 |
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: February 13, 2024
| The Resource Group International Limited | ||
| By: | /s/ Mohammed Khaishgi | |
| Name: | Mohammed Khaishgi | |
| Title: | Chief Executive Officer | |