Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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).
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Esousa Holdings LLC
27-0492860
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ¨
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(b) ¨
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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
New York
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5. Sole Voting Power
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211,481 shares of Common Stock
404,676 shares of Common Stock issuable
upon exercise of the Purchase Warrants (See Item 4)*
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6. Shared Voting Power
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0
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7. Sole Dispositive Power
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211,481 shares of Common Stock
404,676 shares of Common Stock issuable
upon exercise of the Purchase Warrants (See Item 4)*
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8. Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
211,481 shares of Common Stock
404,676 shares of Common Stock issuable
upon exercise of the Purchase Warrants (See Item 4)*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
9.99% (See Item 4)*
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12.
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Type of Reporting Person (See Instructions)
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OO
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* As more fully described in Item 4, the
Purchase Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However,
as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than
the number of securities reported in rows (5), (7) and (9).
This Amendment No. 1 to Schedule 13G amends and restates the
Schedule 13G filed on January 8, 2018 as follows: Item 1(a). Name of Issuer:
Net Element, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive
Offices:
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160
Item 2(a). Name of Person Filing:
Esousa Holdings LLC (the “Reporting
Person”)
Item 2(b). Address of Principal Business Offices or, if none,
Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common stock, par value $.0001
per share, of the Issuer (the “Common Stock”)
Item 2(e). CUSIP Number:
64111R 102
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:
Not applicable.
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.
(a), (b), and (c):
The information as of the date
of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the
cover page for the Reporting Persons hereto and is incorporated herein by reference. The percentage set forth in Row 11 of the
cover page for each Reporting Person is based on 4,845,211 shares of Common Stock issued and outstanding as of November 11, 2020,
and assumes the exercise of the purchased warrants (the “Purchase Warrants”) subject to the Blockers (as defined below).
Pursuant to the terms of the
Warrants, the Reporting Person cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any
such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth
in Row 11 of the cover page gives effect to the Blockers. Consequently, due to the Blockers, as of the date of the event which
requires filing of this statement, the Reporting Persons could not exercise all of the Warrants.
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 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
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.
Date: February 16, 2021
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ESOUSA HOLDINGS LLC
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By:
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/s/ Rachel Glicksman
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Rachel Glicksman, Managing Director
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