Statement of Ownership (sc 13g)
March 27 2017 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
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 §240.13d-2
iFresh
Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
449538
107
(CUSIP
Number)
February
28, 2017
(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 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).
(Continued
on following page(s))
Page 1 of 6 Pages
|
CUSIP No. 55304A104
|
13G
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Page
2
of
6
Pages
|
|
1
|
NAME
OF REPORTING PERSON
Bluejet LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
833,333
|
|
6
|
SHARED VOTING POWER
-0-
|
|
|
SOLE DISPOSITIVE POWER
833,333
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
833,333
|
|
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
5.8%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
CUSIP
No. 55304A104
|
13G
|
Page
3
of
6
Pages
|
|
1
|
NAME
OF REPORTING PERSON
Zengxi
Hao
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
833,333(1)
|
|
6
|
SHARED VOTING POWER
-0-
|
|
|
SOLE DISPOSITIVE POWER
833,333(1)
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
833,333(1)
|
|
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
5.8%
|
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
Consists of the shares of common stock owned by Bluejet LLC.
|
|
CUSIP No. 55304A104
|
13G
|
Page
4
of
6
Pages
|
Item
1.
iFresh
Inc.
|
|
(b)
|
Address
of Issuer's Principal Executive Offices:
|
2-39
54
th
Avenue
Long Island City, NY 1110
Item
2.
|
|
(a)
|
Name
of Person Filing:
Bluejet LLC
Zengxi Hao
|
|
|
(b)
|
Address
of Principal Business Office or if none, Residence:
|
C/O
Lian Fang, Withers Bergman LLP, 430 Park Avenue, 10th Floor, New York, NY 10022
|
|
(c)
|
Citizenship:
Bluejet LLC – Delaware
Zengxi Hao – China
|
|
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(d)
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Title
of Class of Securities:
Common Stock, $0.0001 par value
|
|
|
(e)
|
CUSIP
Number:
449538 107
|
|
|
(a)
|
Amount
Beneficially Owned:
Bluejet LLC—833,333.
Zengxi
Hao—833,333.
|
Zengxi
Has has voting and dispositive power over the securities owned by Bluejet LLC.
Bluejet
LLC—5.8%
Zengxi
Hao—5.8%
The
foregoing percentages are based on 14,303,033 shares of common stock outstanding as of February 10, 2017.
|
CUSIP No. 55304A104
|
13G
|
Page
5
of
6
Pages
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
sole
power to vote or to direct the vote:
|
Bluejet
LLC—833,333.
Zengxi
Hao—833,333.
|
|
(ii)
|
shared
power to vote or to direct the vote:
|
Bluejet
LLC—0.
Zengxi
Hao—0.
|
|
(iii)
|
sole
power to dispose or to direct the disposition of:
|
Bluejet
LLC—833,333.
Zengxi
Hao—833,333.
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
|
Bluejet
LLC—0.
Zengxi
Hao—0.
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
Not Applicable
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
Not Applicable
|
|
|
Item
7.
|
Identification
and Classification of Subsidiary Which Acquired the Securities:
Not Applicable
|
|
Item 8.
|
Identification and Classification of Members of the Group:
Not Applicable
|
|
Item 9.
|
Notice of Dissolution of Group:
Not Applicable
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
|
CUSIP No. 55304A104
|
13G
|
Page
6
of
6
Pages
|
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.
March
24, 2017
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BLUEJET LLC
|
|
|
|
|
|
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By:
|
/s/ Zengxi Hao
|
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Name: Zengxi Hao
|
|
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Title: Authorized Signatory
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/s/ Zengxi Hao
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Zengxi Hao
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common
Stock, $0.0001 par value, of iFresh Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and
any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of March 24, 2017.
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BLUEJET LLC
|
|
|
|
|
|
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By:
|
/s/
Zengxi Hao
|
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|
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Name: Zengxi Hao
|
|
|
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Title: Authorized Signatory
|
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|
|
|
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/s/ Zengxi Hao
|
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Zengxi Hao
|
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