Statement of Ownership (sc 13g)
July 20 2020 - 06:00AM
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 RULE 13D-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(b)
Luokung Technology Corp
(Name of Issuer)
Common
Shares
(Title of Class of Securities)
G56981106
(CUSIP Number)
July 16, 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)
☒ 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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
| CUSIP No. G56981106 |
13G
|
Page 2 of
7 Pages |
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACUITAS CAPITAL 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
|
5
|
SOLE VOTING POWER
15,897,663.00
|
BENEFICIALLY
OWNED BY
EACH |
6
|
SHARED VOTING POWER
0
|
REPORTING
PERSON |
7
|
SOLE DISPOSITIVE POWER
15,897,663.00
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,897,663.00
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.95%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
| CUSIP No. G56981106 |
13G
|
Page 3 of
7 Pages |
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terren S. Peizer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b) [ ]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
15,897,663.00
|
|
BENEFICIALLY
OWNED BY
EACH
|
6
|
SHARED VOTING POWER
0
|
REPORTING
PERSON |
7
|
SOLE DISPOSITIVE POWER
15,897,663.00
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,897,663.00
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.95%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
| CUSIP No. G56981106 |
13G
|
Page 4 of
7 Pages |
|
Item 1(a).
|
Name of Issuer: LuoKung Technology Corp
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
B9-5，B9-6，B9-8，Block B， SOHO Phase II，No. 9，Guanghua Road，Chaoyang
District，Beijing，China
|
|
Items 2(a), (b) and (c).
|
Name of Persons Filing, Address of Principal Business Office and
Citizenship:
|
This Schedule 13G is being filed on behalf of Acuitas Capital, LLC
(“Acuitas”) and Terren S. Peizer, as joint filers (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 A,
pursuant to which the Reporting Persons have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 2120
Colorado Avenue, #230, Santa Monica, California 90404. For
citizenship, see Item 4 of each cover page.
|
Item 2(d).
|
Title of Class of Securities: Common Shares
|
|
Item 2(e).
|
CUSIP Number: G56981106
|
| |
(a)
|
Amount Beneficially Owned: Amount beneficially owned:
15,897,663.00 common shares held by Acuitas.
|
| |
(b)
|
Percent of Class: 6.95%, based on 228,477,789 common
shares outstanding as of July 15, 2020.
|
| |
(c)
|
Number of shares as to which such person has:
|
(i) sole power to vote or to direct
the vote: 15,897,663.00
(ii) shared power to vote or to direct
the vote:
(iii) sole power to dispose or to
direct the disposition of: 15,897,663.00
(iv) shared power to dispose or to
direct the disposition of:
|
Item 5.
|
Ownership of Five Percent or Less of a Class: Not Applicable
|
| CUSIP No. G56981106 |
13G
|
Page 5 of
7 Pages |
|
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
|
|
Item 10.
|
Certification: Not Applicable
|
| CUSIP No. G56981106 |
13G
|
Page 6 of
7 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.
Dated: July 16,
2020
| |
ACUITAS CAPITAL, LLC
By: /s/ Terren S.
Peizer
Name: Terren S. Peizer
Title: Managing Member
/s/ Terren S.
Peizer.
Name: Terren S. Peizer
|
| CUSIP No. G56981106 |
13G
|
Page 7 of
7 Pages |
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Securities Exchange Act of
1934, as amended, in connection with purchases and sales by the
undersigned of the securities of Luokung Technology Corp. until
such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G.
Dated: July 16, 2020
| |
ACUITAS CAPITAL, LLC
By: /s/ Terren S.
Peizer
Name: Terren S. Peizer
Title: Managing Member
/s/ Terren S.
Peizer.
Name: Terren S. Peizer
|
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