UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
LUOKUNG TECHNOLOGY
CORP.
|
(Name of Issuer)
|
|
Ordinary Shares, par value $0.01
per share
|
(Title of Class of Securities)
|
|
G56981106
|
(CUSIP Number)
|
|
December 31st,
2019
|
(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/A
1
|
Names of Reporting Persons
|
Benjamin Empire Limited
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [ ]
(b) [x] joint filers
|
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
|
|
6
|
Shared Voting Power
|
11,312,861(1)
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
|
11,312,861(1)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
11,312,861
|
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)
|
5.62(2)
|
12
|
Type of Reporting Person (See Instructions)
|
CO
|
|
|
|
|
(1)
Benjamin Empire Limited is the record owner of 11,312,861 Ordinary
Shares of the Issuer. Benjamin Empire Limited is wholly owned
by Benjamin Assets Capital Limited, which is in turn wholly owned
by the Benjamin Family Trust, an irrevocable discretionary trust
for which TMF (Cayman) Ltd. acts as the trustee (the
"Trustee"). The Trustee may exercise voting and dispositive
power over these shares.
(2) Based on
201,317,558 ordinary shares of Luokung Technology Corp. outstanding
as reported on the December 6th, 2019 Prospectus
Supplement to Registration Statement No. 333-233108 filed with the
SEC pursuant to Rule 424(b)(2).
SCHEDULE 13G/A
1
|
Names of Reporting Persons
|
Benjamin Assets Capital Limited
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [ ]
(b) [x] joint filers
|
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
|
|
6
|
Shared Voting Power
|
11,312,861(1)
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
|
11,312,861(1)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
11,312,861
|
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)
|
5.62(2)
|
12
|
Type of Reporting Person (See Instructions)
|
CO
|
|
|
|
|
(1)
Benjamin Empire Limited is the record owner of 11,312,861 Ordinary
Shares of the Issuer. Benjamin Empire Limited is wholly owned
by Benjamin Assets Capital Limited, which is in turn wholly owned
by the Benjamin Family Trust, an irrevocable discretionary trust
for which TMF (Cayman) Ltd. acts as the trustee (the
"Trustee"). The Trustee may exercise voting and dispositive
power over these shares.
(2) Based on
201,317,558 ordinary shares of Luokung Technology Corp. outstanding
as reported on the December 6th, 2019 Prospectus
Supplement to Registration Statement No. 333-233108 filed with the
SEC pursuant to Rule 424(b)(2).
SCHEDULE 13G/A
1
|
Names of Reporting Persons
|
Benjamin Family Trust
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [ ]
(b) [x] joint filers
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of Shares Beneficially
Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
|
|
6
|
Shared Voting Power
|
11,312,861(1)
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
|
11,312,861(1)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
11,312,861
|
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)
|
5.62(2)
|
12
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
(1)
Benjamin Empire Limited is the record owner of 11,312,861 Ordinary
Shares of the Issuer. Benjamin Empire Limited is wholly owned
by Benjamin Assets Capital Limited, which is in turn wholly owned
by the Benjamin Family Trust, an irrevocable discretionary trust
for which TMF (Cayman) Ltd. acts as the trustee (the
"Trustee"). The Trustee may exercise voting and dispositive
power over these shares.
(2) Based on
201,317,558 ordinary shares of Luokung Technology Corp. outstanding
as reported on the December 6th, 2019 Prospectus
Supplement to Registration Statement No. 333-233108 filed with the
SEC pursuant to Rule 424(b)(2).
Item 1.
(a) Name of
Issuer: Luokung Technology Corp.
(b) Address of
Issuer's Principal Executive Offices:
LAB 32,
SOHO 3Q, No 9, Guanghua Road Chaoyang District, Beijing, People's
Republic of China, 100020
Item 2.
(a) Name of
Person Filing:
This Schedule
13G is being filed jointly by (i) Benjamin Empire Limited, (ii)
Benjamin Assets Capital Limited, and the (iii) Benjamin Family
Trust., (each individually a "Reporting Person" and collectively
the "Reporting Persons").
The Reporting
Persons have entered into a Joint Filing Agreement, a copy of which
is filed with this Schedule 13G as Exhibit 1. Pursuant
to the Joint Filing Agreement, the Reporting Persons have agreed to
file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k)(1) under the Act.
(b) Address of
Principal Business Office or, if None, Residence:
The address of
the principal business office of (i) Benjamin Empire Limited and
(ii) Benjamin Assets Capital Limited is OMC Chambers, Wickhams Cay
1, Road Town, Tortola British Virgin Islands.
The address of
the principal business office of (iii) Benjamin Family Trust is
2/F., The Grand Pavilion Commercial Centre, 802 West Bay Road, P.O.
Box 10338, KY1-1003, Grand Cayman, Cayman Islands
(c) Citizenship:
(i) Benjamin
Empire Limited and (ii) Benjamin Assets Capital Limited were formed
under the laws of the British Virgin Islands, and the (iii)
Benjamin Family Trust was formed under the laws of the Cayman
Islands.
(d) Title and
Class of Securities:
Ordinary Shares,
par value $0.01 (the "Ordinary Shares")
(e) CUSIP
No.:
The Issuer's
CUSIP Number is G56981106.
Item 3. If
this statement is filed pursuant to ยงยง 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;
(b) [_] Bank
as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance
company as defined in Section 3(a)(19) of the Act;
(d) [_] Investment
company registered under Section 8 of the Investment Company Act of
1940;
(e) [_] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in accordance with Rule
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;
(j) [_] A
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [_] Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
Item 4. Ownership
Benjamin Empire Limited is the
record owner of 11,312,861 Ordinary Shares of the Issuer.
Benjamin Empire Limited is wholly owned by Benjamin Assets Capital
Limited, which is in turn wholly owned by the Benjamin Family Trust
(the "Trust"), an irrevocable discretionary trust for which TMF
(Cayman) Ltd. acts as the trustee (the "Trustee"). Mr. Lixin Shi is
the sole director of Benjamin Empire Limited and the settlor of the
Trust, irrevocably transferring discretion over investment and
dispositive powers with respect to the assets of the Trust to the
Trustee. The beneficiaries of the Trust are Mr. Lixin Shi and his
family. Benjamin Empire Limited, Benjamin Assets Capital
Limited and the Trust are making this single, joint filing pursuant
to Rule 13d-1(k) promulgated under the Act as they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the
Act. Each of Benjamin Empire Limited and Benjamin
Assets Capital Limited and the Trust disclaims beneficial ownership
of any shares beneficially owned by the Trustee other than the
abovementioned 11,312,861 Ordinary Shares of the Issuer. The
Trustee, solely in its capacity as trustee of the Trust, may be
deemed to beneficially own the Ordinary Shares of the Issuer that
are beneficially owned by the Trust. However, the Trustee
disclaims beneficial ownership of all Ordinary Shares of the
Issuer.
(a) Amount
Beneficially Owned:
Benjamin Empire Limited: 11,312,861
Benjamin Assets Capital Limited: 11,312,861
Benjamin Family Trust: 11,312,861
(b) Percent
of Class:
Benjamin Empire Limited:
5.62%
Benjamin Assets Capital Limited:
5.62%
Benjamin Family Trust: 5.62%
(c) Number of
shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
Benjamin Empire Limited:
0
Benjamin Assets Capital Limited:
0
Benjamin Family Trust:
0
(ii) Shared
power to vote or to direct the vote:
Benjamin Empire
Limited:
11,312,861
Benjamin Assets Capital
Limited: 11,312,861
Benjamin Family
Trust:
11,312,861
(iii) Sole
power to dispose or to direct the disposition of:
Benjamin Empire Limited:
0
Benjamin Assets Capital Limited:
0
Benjamin Family Trust:
0
(iv) Shared power
to dispose or to direct the disposition of:
Benjamin Empire
Limited:
11,312,861
Benjamin Assets Capital
Limited: 11,312,861
Benjamin Family
Trust:
11,312,861
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 [ ].
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.
Item 10. Certifications.
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.
Exhibits:
Exhibit 1* Joint Filing
Agreement
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
24th, 2020
The original statement shall be
signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on
behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of
such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
BENJAMIN EMPIRE LIMITED
By: /s/ Mr. Lixin Shi
Name: Mr. Lixin Shi
Title: Director
BENJAMIN ASSETS CAPITAL LIMITED
By: /s/ Chan Ka Wah Hanifa
Name: Chan Ka Wah Hanifa on behalf of S.B. Vanwall Ltd.
Title: Director
BENJAMIN FAMILY TRUST
By: /s/ Yeu Chi Fai and /s/ Liu Kin
Wai
Name: Yeu Chi Fai and Liu Kin Wai on behalf of TMF (Cayman)
Ltd.
Title: Trustee
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
Exhibit 1
JOINT FILING AGREEMENT
In accordance
with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act
of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with
respect to the Ordinary Shares, par value $0.01 per share, of
Luokung Technology Corp., and further agree that all subsequent
amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing
additional filing agreements. The undersigned acknowledge
that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the
information concerning him or it 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 accurate.
Dated: September
13th, 2019
BENJAMIN EMPIRE LIMITED
By: /s/ Mr. Lixin Shi
Name: Mr. Lixin Shi
Title: Director
BENJAMIN ASSETS CAPITAL LIMITED
By: /s/ Chan Ka Wah Hanifa
Name: Chan Ka Wah Hanifa on behalf of S.B. Vanwall Ltd.
Title: Director
BENJAMIN FAMILY TRUST
By: /s/ Yeu Chi Fai and /s/ Liu Kin
Wai
Name: Yeu Chi Fai and Liu Kin Wai on behalf of TMF (Cayman)
Ltd.
Title: Trustee
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