Amended Statement of Ownership (sc 13g/a)
January 04 2021 - 04:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
|
AquaBounty Technologies,
Inc. |
| (Name of
Issuer) |
| |
|
Common Stock, par value $0.001 per
share |
| (Title of Class of
Securities) |
| |
|
03842K200 |
| (CUSIP Number) |
| |
|
December 31, 2020
|
| (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)
x 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).
SCHEDULE 13G
|
1 |
NAMES OF REPORTING
PERSONS |
|
Sopica Special
Opportunities Fund LTD |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
|
(a) ¨
(b) ¨
|
|
3 |
SEC USE ONLY |
|
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
British Virgin
Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
0 |
|
6 |
SHARED VOTING POWER |
0 |
|
7 |
SOLE DISPOSITIVE POWER |
0 |
|
8 |
SHARED DISPOSITIVE POWER |
0 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
|
0 |
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) |
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
0% |
|
12 |
TYPE OF REPORTING PERSON (See
Instructions) |
|
FI |
SCHEDULE 13G
|
1 |
NAMES OF REPORTING
PERSONS |
|
Sopica Global Retail
Growth Fund LTD |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
|
(a) ¨
(b) ¨
|
|
3 |
SEC USE ONLY |
|
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
British Virgin
Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
0 |
|
6 |
SHARED VOTING POWER |
0 |
|
7 |
SOLE DISPOSITIVE POWER |
0 |
|
8 |
SHARED DISPOSITIVE POWER |
0 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
|
0 |
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) |
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
0% |
|
12 |
TYPE OF REPORTING PERSON (See
Instructions) |
|
FI |
SCHEDULE 13G
|
1 |
NAMES OF REPORTING
PERSONS |
|
LLF Financial
S.A. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
|
(a) ¨
(b) ¨
|
|
3 |
SEC USE ONLY |
|
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
Luxembourg |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
0 |
|
6 |
SHARED VOTING POWER |
0 |
|
7 |
SOLE DISPOSITIVE POWER |
0 |
|
8 |
SHARED DISPOSITIVE POWER |
0 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
|
0 |
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) |
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
0% |
|
12 |
TYPE OF REPORTING PERSON (See
Instructions) |
|
FI |
Explanatory Note
This amendment reflects that each
of the Reporting Persons has ceased to be the beneficial owner of
more than five percent of the Common Stock of the
Issuer.
|
Item 1(a). |
Name of Issuer: |
AquaBounty Technologies, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive
Offices:
2 Mill & Main Place, Suite
395
Maynard, Massachusetts
01754
|
Item 2(a). |
Name of Person Filing: |
This statement is being filed by:
|
(i) |
Sopica Special Opportunities Fund LTD (“SSOF”) |
|
(ii) |
Sopica Global Retail Growth Fund LTD (“SGRGF”) |
|
(iii) |
LLF Financial S.A. (“LLFF”) |
Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.”
| |
Item
2(b). |
Address of Principal Business
Office for All Reporting Persons: |
The principal place of business of LLFF is:
23 Rue Aldringen
Luxembourg, Luxembourg L-1118
The principal place of business of each of SSOF and SGRGF is:
Folio Chambers, Road Town
Tortola, British Virgin Islands VG1110
SSOF and SGRGF are each organized under the laws of the British
Virgin Islands. LLFF is organized under the laws of Luxembourg.
| |
Item
2(d). |
Title of Class of
Securities: |
Common Stock, par value $0.001 per share (the “Common Stock”)
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
¨ Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
¨ Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
¨ Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
¨ Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C.80a-8); |
|
(e) |
¨ An investment
adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) |
¨ An employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
|
(g) |
¨ A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
|
(h) |
¨ A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
|
(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 (15 U.S.C.
80a-3); |
|
(j) |
x 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:
(i) with respect to SSOF and SGRGF, an investment company, and (ii)
with respect to LLFF, an investment adviser.
Item 4. Ownership
(a) – (b)
Based on 44,960,806 shares of Common Stock of the Issuer
outstanding as of November 2, 2020, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2020, increased by 10,028,000
shares of Common Stock issued in connection with an underwritten
public offering, as reported in the Issuer’s Current Report on Form
8-K filed with the Securities and Exchange Commission on December
14, 2020:
|
(i) |
SSOF beneficially owns no shares of
Common Stock, directly or indirectly, constituting 0% of the shares
of Common Stock outstanding; |
|
(ii) |
SGRGF beneficially owns no shares
of Common Stock, directly or indirectly, constituting 0% of the
shares of Common Stock outstanding; and |
|
(iii) |
LLF beneficially owns no shares of
Common Stock, directly or indirectly, constituting 0% of the shares
of Common Stock outstanding. |
(c)
The information in Rows 5-9 of the cover page for each Reporting
Person is incorporated herein by reference for each such Reporting
Person. Each of the Reporting Persons disclaims beneficial
ownership of the shares of Common Stock that are not directly owned
by such Reporting Person, except to the extent of their pecuniary
interest therein.
|
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]
|
Item 6. |
Ownership of more than Five 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.
|
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.
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: January 4, 2021
|
|
Sopica Special Opportunities Fund LTD
|
|
|
By: /s/ Marie-Laure Aflalo
Name: Marie-Laure Aflalo
Title: Director
|
|
|
By: /s/ Lionel Elie Mamane
|
|
|
Name: Lionel Elie Mamane
Title: Director
|
|
|
|
|
|
|
|
|
Sopica Global Retail Growth Fund LTD
|
|
|
By: /s/ Marie-Laure Aflalo
Name: Marie-Laure Aflalo
Title: Director
|
|
|
By: /s/ Lionel Elie Mamane
|
|
|
Name: Lionel Elie Mamane
Title: Director
|
|
|
|
|
|
LLF Financial S.A. |
|
|
|
|
|
By: /s/ Yuriy Lopatynskyy
Name: Yuriy Lopatynskyy
Title: Managing Director
|
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001).
