Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 5:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Aspen Group, Inc
(Name
of Issuer)
Common Stock
(Title
of Class of Securities)
04530L203
(CUSIP
Number)
Long Focus Capital Management LLC
207 Calle Del Parque
A&M Tower, 8th Floor
San Juan, PR 00912
(787) 333-0240
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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:
x Rule 13d-1(b)
o Rule 13d-1(c)
o 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).
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| CUSIP No. 04530L203 |
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13G |
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Page 2 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONG FOCUS CAPITAL MANAGEMENT, LLC
46-2772035 |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
2,713,592 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
2,713,592 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,713,592 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
IA |
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| CUSIP No. 04530L203 |
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13G |
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Page 3 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONG FOCUS CAPITAL MASTER, LTD.
46-3004723 |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
991,512 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
991,512 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
991,512 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
FI |
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| CUSIP No. 04530L203 |
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13G |
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Page 4 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CONDAGUA, LLC
47-3021161 |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
1,722,080 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
1,722,080 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,080 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
OO |
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| CUSIP No. 04530L203 |
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13G |
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Page 5 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN B. HELMERS |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
2,713,592 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
2,713,592 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,713,592 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 04530L203 |
|
13G |
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Page 6 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. GLENN HELMERS |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
1,722,080 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
1,722,080 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,080 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 04530L203 |
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13G |
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Page 7 of 10 Pages |
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Item 1.
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(a) |
Name of Issuer
ASPEN GROUP, INC |
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(b) |
Address
of Issuer’s Principal Executive Offices
276 5th Avenue
Suite 505
New York, NY 10001
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Item 2.
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(a) |
Name
of Person Filing
LONG FOCUS CAPITAL MANAGEMENT, LLC
LONG FOCUS CAPITAL MASTER, LTD.
CONDAGUA, LLC
JOHN B. HELMERS
A. GLENN HELMERS
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(b) |
Address
of the Principal Office or, if none, residence
207 CALLE DEL PARQUE
A&M TOWER, 8TH FLOOR
SAN JUAN, PR 00912 |
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(c) |
Citizenship
Long Focus Capital Management, LLC, a Delaware single member limited liability company;
Long Focus Capital Master, LTD., a Cayman Islands limited company;
Condagua, LLC, a Delaware single member limited liability company;
John B. Helmers, a United States citizen; and
A. Glenn Helmers, a United States citizen.
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(d) |
Title of Class of Securities
COMMON STOCK |
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(e) |
CUSIP Number
04530L203 |
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| CUSIP No. 04530L203 |
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13G |
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Page 8 of 10 Pages |
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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:
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(a) |
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. Ownership.
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
The information required
by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each Reporting Person. Such information is as of the close of business on December 31, 2023.
Long Focus Capital Management,
LLC, John B. Helmers, and A. Glenn Helmers directly own no Common Stock. Pursuant to an investment management agreement, Long Focus Capital
Management, LLC maintains investment and voting power with respect to the securities held by Long Focus Capital Master, Ltd. John B.
Helmers controls Long Focus Capital Management, LLC, and has investment and voting power with respect to Condagua, LLC. A. Glenn Helmers
controls Condagua, LLC.
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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| CUSIP No. 04530L203 |
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13G |
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Page 9 of 10 Pages |
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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 o.
Instruction. Dissolution
of a group requires a response to this item.
NOT APPLICABLE
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.
NOT APPLICABLE
Item 8. Identification
and Classification of Members of the Group.
NOT APPLICABLE
Item 9. Notice
of Dissolution of Group.
NOT APPLICABLE
Item 10. Certification.
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(a) |
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The following certification
shall be included if the statement is filed pursuant to §240.13d-1(b): |
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By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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. |
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(b) |
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The following certification
shall be included if the statement is filed pursuant to §240.13d-1(c): |
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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. |
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| CUSIP No. 04530L203 |
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13G |
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Page 10 of 10 Pages |
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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 14, 2024
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LONG FOCUS CAPITAL MANAGEMENT, LLC |
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/s/ John B. Helmers |
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John B. Helmers/Managing Member |
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LONG FOCUS CAPITAL MASTER, LTD. |
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BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
ITS: INVESTMENT ADVISER |
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/s/ John B. Helmers |
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John B. Helmers/Managing Member |
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CONDAGUA, LLC |
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/s/ A. Glenn Helmers |
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A. Glenn Helmers/Managing Member |
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JOHN B. HELMERS |
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/s/ John B. Helmers |
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John B. Helmers |
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A. GLENN HELMERS |
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/s/ A. Glenn Helmers |
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A. Glenn Helmers |
Exhibit 1
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing
statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule
13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the
undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of February 14, 2024.
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LONG FOCUS CAPITAL MANAGEMENT, LLC |
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/s/
John B. Helmers |
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John
B. Helmers/Managing Member
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LONG FOCUS CAPITAL MASTER, LTD. |
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BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
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ITS: INVESTMENT ADVISER |
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/s/
John B. Helmers |
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John B. Helmers/Managing Member |
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CONDAGUA, LLC |
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/s/
A. Glenn Helmers |
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A. Glenn Helmers/Managing Member |
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JOHN B. HELMERS |
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/s/
John B. Helmers |
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John B. Helmers |
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A. GLENN HELMERS |
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/s/
A. Glenn Helmers |
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A. Glenn Helmers |
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