Amended Statement of Beneficial Ownership (sc 13d/a)
May 30 2017 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
iFresh
Inc.
(Name
of Issuer)
Common
Stock, par value $.0001 per share
(Title
of Class of Securities)
449538
107
(CUSIP
Number)
Long Deng
iFresh Inc.
2-39 54th Avenue
Long Island City,
NY 11101 (718) 628 6200
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May
10, 2017
(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 Rule 13d-1(b)(3) or (4), check the following box ☐.
Note:
Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
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*
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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.
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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 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
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NAME
OF REPORTING PERSON
Long Deng
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
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|
8
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SHARED
VOTING POWER
11,556,000 (1)
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|
9
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SOLE
DISPOSITIVE POWER
0
|
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10
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SHARED
DISPOSITIVE POWER
11,380,000
(2)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,556,000
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.79%
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14
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TYPE
OF REPORTING PERSON*
IN
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|
|
|
|
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(1)
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Includes
(i) 176,000 shares that Mr. Deng has the right to vote pursuant to the terms of an Escrow Agreement, the terms of which are
described in further detail herein, (ii) 224,000 shares that Mr. Deng has the right to acquire pursuant to the terms of a
purchase agreement entered into with a third party seller.
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|
|
|
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(2)
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Includes
224,000 shares that Mr. Deng has the right to acquire pursuant to the terms of a purchase agreement entered into with third
party sellers.
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1
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NAME
OF REPORTING PERSON
Lilly Deng
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|
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
|
SEC USE ONLY
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|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
11,556,000
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
11,380,000
(2)
|
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,556,000 (1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.79%
|
|
14
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TYPE
OF REPORTING PERSON*
IN
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|
|
|
|
|
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(1)
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Consists
of (i) 11,156,000 shares owned by Ms. Deng’s husband, Long Deng, (ii) 176,000 shares Mr. Deng has the right to vote
pursuant to the terms of an Escrow Agreement, the terms of which are described in further detail herein, and (iii) 224,000
shares that Mr. Deng has the right to acquire pursuant to the terms of a purchase agreement entered into with a third party
seller.
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|
|
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(2)
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Consists
of (i) 11,156,000 shares owned by Ms. Deng’s husband, Long Deng, and (ii) 224,000 shares that Mr. Deng has the right
to acquire pursuant to the terms of a purchase agreement entered into with a third party seller.
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Item
1.
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Security and
Issuer.
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This
statement relates to the common stock, par value $.0001 per share (“Common Stock”), of iFresh Inc., a Delaware corporation
(the “Company”). The address of the Company's principal executive office is
2-39
54
th
Avenue,
Long Island City, NY 11101.
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Item
2.
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Identity and
Background.
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(a)
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This
Schedule 13D is filed by Mr. Long Deng and Ms. Lilly Deng. Mr. Deng and Ms. Deng are married.
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(b)
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The
business address for each of the reporting persons is c/o iFresh Inc.,
2-39 54
th
Avenue,
Long Island City, NY 11101.
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(c)
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Mr.
Deng if the Chief Executive Officer and Chief Operating Officer of the Company. Ms. Deng is the Vice President of Legal and
Finance of the Company.
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(d)
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During
the past five years, neither Mr. Deng nor Ms. Deng has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
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(e)
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During
the past five years neither Mr. Deng nor Ms. Deng 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.
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(f)
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Mr.
Deng and Ms. Deng are citizens of the United States of America.
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Item
3.
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Source and Amount
of Funds and Other Consideration.
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On
February 10, 2017, pursuant to the merger agreement (the “Merger Agreement”) dated as of July 25, 2016, by and among
the Company (as successor to E-compass Acquisition Corp. (“E-compass”)) and the persons named in the Merger Agreement,
Mr. Deng received 11,120,000 shares of the Common Stock in exchange for his equity interest in NYM Holding Inc. (“NYM”).
In connection with the Company’s acquisition of NYM (the “Acquisition”) and pursuant to the Merger Agreement:
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●
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The Company, certain
former NYM stockholders (including Mr. Deng and Ms. Deng), and certain other stockholders of the Company entered into a Voting
Agreement to set forth their agreements and understandings with respect to how shares of the Common Stock held by them will
be voted. The parties agreed to vote their shares of Common Stock as necessary to ensure that the size of the Board of Directors
of the Company after the consummation of the Acquisition will be five members until two years after the closing of the Acquisition.
The parties also agreed to vote their shares of Common Stock to ensure the election of one member of the Board of Directors
of the Company designated by the former E-compass shareholders party to the agreement, who must initially be qualified as
an independent director pursuant to the rules of any stock exchange on which the Company may be listed, and four members designated
by the former NYM stockholders, of which two designees must qualify as an independent director pursuant to the rules of any
stock exchange on which the Company may be listed.
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●
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In connection with
the Acquisition, the Company and certain former NYM stockholders entered into a Registration Rights Agreement to provide for
the registration of the common stock being issued to the former NYM stockholders in connection with the Acquisition. The former
NYM stockholders are entitled to “piggy-back” registration rights with respect to registration statements filed
following the consummation of the Acquisition. The Company will bear the expenses incurred in connection with the filing of
any such registration statements.
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●
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2,400,000 of the
shares of Common Stock to be issued in connection with the Acquisition were placed in escrow pursuant to an escrow agreement
(the “Escrow Agreement”). Such shares could be released to the Company to satisfy NYM’s indemnification
obligations to the Company, if any. 2,224,000 of the shares in escrow belong to Mr. Deng and the remaining 176,000 of such
shares belong to other former shareholders of NYM. Pursuant to the Escrow Agreement, Mr. Deng has the right to vote the shares
held in escrow for such time as they are in escrow. The shares held in escrow may be removed from escrow one year after the
closing of the Acquisition.
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●
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Mr. Deng entered
into a lock-up agreement pursuant to which Mr. Deng agreed not to transfer the shares of Common Stock owned by him until one
year after the closing of the Acquisition.
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On
May 10, 2017, Mr. Deng entered into an agreement to purchase an aggregate of 280,000 shares of Common Stock from two third party
sellers for an aggregate of $2.5 million (or $8.93 per share). Fifty-Six thousand shares were purchased immediately, and the remaining
shares would be purchased over a three month period.
On
May 22, 2017, Mr. Deng entered into an agreement to sell an aggregate of 20,000 shares of Common Stock to two third party buyers
for an aggregate sales price of $178,571 (or $8.93 per share).
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Item
4.
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Purpose of Transaction.
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The
transactions reported in this Schedule 13D were engaged in in order to liquidate the holdings of two significant stockholders
that wished to liquidate their investment in the Company. The reporting persons may acquire or dispose of additional securities
or sell securities of the Company from time to time in the market or in private transactions. Except as discussed above, and except
for their activities as officers and directors of the Company, the reporting persons do not have any current plans or proposals
which relate to or would result in:
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(a)
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the
acquisition by any person of additional securities of the Company;
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(b)
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an
extraordinary corporate transaction, such as a merger, reorganization or liquidation , involving the Company or any of its
subsidiaries;
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(c)
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a
sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
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(e)
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any
material change in the present capitalization or dividend policy of the Company;
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(f)
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any
other material change in the Company’s business or corporate structure;
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(g)
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changes
in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any other person;
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(h)
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causing
a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a
class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Act; or
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(j)
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any
similar action to those enumerated above.
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Item
5.
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Interest in Securities
of the Company.
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(a)
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Mr.
Deng and Ms. Deng are the beneficial owners of 11,556,000 shares of Common Stock, or approximately 80.79% of the Company’s
outstanding Common Stock. Mr. Deng beneficially owns (i) 11,156,000 shares of Common Stock directly, (ii) 176,000 shares of
Common Stock over which Mr. Deng shares voting power, and (iii) 224,000 shares of Common Stock that he has the right to acquire.
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(b)
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Mr.
Deng and Ms. Deng share beneficial ownership of the shares of Common Stock beneficially owned by Mr. Deng. Of the shares beneficially
owned, Mr. Deng and Ms. Deng share voting power over 176,000 shares of Common Stock with a third party pursuant to the terms
of the Voting Agreement incorporated by reference into this Schedule as Exhibit 3 (the “Voting Agreement”).
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(c)
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Other
than the transactions reported in Item 3 of this Schedule 13D, the reporting persons have not effected any transactions in
the Ordinary Shares in the past 60 days.
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(d)
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The
persons named in the Voting Agreement have the pecuniary interest in the shares of Common Stock specified teherein.
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(e)
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Not
applicable.
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Item
6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
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The
disclosure contained in Item 3 is incorporated into this item by reference.
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Item
7.
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Materials to
be Filed as Exhibits.
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1.
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Joint
Filing Agreement, dated as of March 20, 2017 among the reporting persons, pursuant to Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended. (previously filed)
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2.
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Lock
up Agreement dated February 10, 2017 between the Company and Long Deng. (previously filed)
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3.
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Voting Agreement
(incorporated by reference to Exhibit 10.5 in the Company’s Current Report on Form 8-K dated February 10, 2017).
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4.
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Registration Rights
Agreement (incorporated by reference to Exhibit 10.6 in the Company’s Current Report on Form 8-K dated February 10,
2017).
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5.
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Escrow Agreement
(previously filed)
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6.
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Purchase Agreement dated May 10, 2017 with Haiquan Chen
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7.
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Purchase Agreement dated May 10, 2017 with Shunwah Gee
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May
26, 2017
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/s/ Long Deng
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Long Deng
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/s/ Lilly Deng
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Lilly Deng
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7
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