Statement of Ownership (sc 13g)
April 01 2022 - 3:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. _)*
BORQS
TECHNOLOGIES, INC. |
(Name
of Issuer) |
|
Ordinary
Shares, no par value per share |
(Title
of Class of Securities) |
|
G1466B103 |
(CUSIP
Number) |
|
September
14, 2021 |
(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 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).
CUSIP NO. G1466B103 | 13 G | Page 2 of
8 |
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TDR
Capital Pty Limited |
|
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
Australia |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
16,171,818
Shares1 |
6 |
SHARED
VOTING POWER
0
Shares |
7 |
SOLE
DISPOSITIVE POWER
16,171,818
Shares1 |
8 |
SHARED
DISPOSITIVE POWER
0
Shares |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,171,818
Shares1 |
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1 |
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
1
- But for the limit on the reporting person’s beneficial ownership described below, the reporting person would beneficially
own an aggregate of 24,423,874 ordinary shares, including 9,641,873 ordinary shares issuable upon exercise of warrants held by the reporting
person. However, pursuant to the agreement by which the reporting person purchased such warrants from the Issuer, such warrants may not
be exercised to the extent it would cause the reporting person or any of its affiliates to beneficially own in excess of 9.9% of the
number of shares of the Issuer outstanding after giving effect to the exercise. Because 9.9% of the Issuer’s 163,351,694 shares
outstanding, as reported in the F-1/A filed with the Securities Exchange Commission February 16, 2022, is equivalent to 16,171,818 shares,
the maximum aggregate amount of shares beneficially owned by the reporting person, and over which the reporting person has each of sole
voting power and sole dispositive power, is 16,171,818.
CUSIP NO. G1466B103 | 13 G | Page 3 of
8 |
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Timothy
Davis-Rice |
|
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
Australia |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
16,171,818
Shares2 |
6 |
SHARED
VOTING POWER
0
Shares |
7 |
SOLE
DISPOSITIVE POWER
16,171,818
Shares2 |
8 |
SHARED
DISPOSITIVE POWER
0
Shares |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,171,818
Shares2 |
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%2 |
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
2
– But for the limit on the reporting person’s beneficial ownership described below, the reporting person would beneficially
own an aggregate of 24,423,874 ordinary shares, including 9,641,873 ordinary shares issuable upon exercise of warrants held by the reporting
person. However, pursuant to the agreement by which the reporting person purchased such warrants from the Issuer, such warrants may not
be exercised to the extent it would cause the reporting person or any of its affiliates to beneficially own in excess of 9.9% of the
number of shares of the Issuer outstanding after giving effect to the exercise. Because 9.9% of the Issuer’s 163,351,694 shares
outstanding, as reported in the F-1/A filed with the Securities Exchange Commission February 16, 2022, is equivalent to 16,171,818 shares,
the maximum aggregate amount of shares beneficially owned by the reporting person, and over which the reporting person has each of sole
voting power and sole dispositive power, is 16,171,818.
CUSIP NO. G1466B103 | 13 G | Page 4 of
8 |
Item
1(a). |
Name
of Issuer: |
|
|
|
Borqs
Technologies, Inc. |
|
|
Item
1(b.) |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
Tower
A, Building B23, Universal Business Park |
|
No.
10 Jiuxianqiao Road |
|
Chaoyang
District, Beijing 100015 |
|
People’s
Republic of China |
|
|
Item
2(a). |
Name
of Person Filing: |
|
|
|
This
Statement is filed by TDR Capital Pty Ltd. and Timothy Davis-Rice. |
|
|
|
Timothy
Davis-Rice is the sole director of TDR Capital Pty Ltd. and may be deemed to have sole power to vote and sole power to dispose of
shares of the issuer directly owned by TDR Capital Pty Ltd. |
|
|
Item
2(b). |
Address
of Principal Business Office or, if None, Residence: |
|
|
|
The
address of the principal business office of each of TDR Capital Pty Ltd. and Timothy Davis-Rice is: |
|
|
|
4
Murchison Street |
|
Mittagong
NSW 2575 |
|
Australia |
|
|
Item
2(c). |
Citizenship: |
|
|
|
TDR
Capital Pty Ltd. is an Australian private company limited by shares. Timothy Davis-Rice is a citizen of Australia. |
|
|
Item
2(d). |
Title
of Class of Securities: |
|
|
|
Ordinary
Shares, no par value per share |
|
|
Item
2(e). |
CUSIP
Number: |
|
|
|
G1466B103 |
|
|
Item
3. |
If
This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Exchange Act; |
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act; |
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act; |
|
(e) |
☐ |
An
investment adviser in accordance with Rule 13d-1(b)(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)(ii)(G) |
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
|
(j) |
☐ |
A
non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
|
(k) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
CUSIP NO. G1466B103 | 13 G | Page 5 of
8 |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
Item
4. |
Ownership. |
|
|
|
(a)
Amount Beneficially Owned: 16,171,818 ordinary shares. But for the limit on the reporting person’s beneficial ownership
described below, the reporting person would beneficially own an aggregate of 24,423,874 ordinary shares, including 9,641,873 ordinary
shares issuable upon exercise of warrants held by the reporting person. However, pursuant to the agreement by which the reporting
person purchased such warrants from the Issuer, such warrants may not be exercised to the extent it would cause the reporting person
or any of its affiliates to beneficially own in excess of 9.9% of the number of shares of the Issuer outstanding after giving effect
to the exercise. Because 9.9% of the Issuer’s shares outstanding is equivalent to 16,171,818 shares, the maximum aggregate
amount of shares beneficially owned by the reporting person is 16,171,818. |
|
|
|
(b)
Percent of Class: 9.9% based on 163,351,694 ordinary shares outstanding, as reported in the F-1/A filed with the Securities Exchange
Commission February 16, 2022. The information in Item 4(a) above is hereby incorporated by reference herein. |
|
|
|
(c)
Number of shares as to which the person has |
|
(i)
Sole power to vote or direct the vote: 16,171,818. The information in Item 4(a) above is hereby incorporated by reference herein. |
|
|
|
(ii)
Shared power to vote or direct the vote: 0 |
|
|
|
(iii)
Sole power to dispose or direct the disposition: 16,171,818. The information in Item 4(a) above is hereby incorporated by reference
herein. |
|
|
|
(iv)
Shared power to dispose or direct the disposition: 0 |
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. |
|
|
|
None. |
|
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
None. |
|
|
Item
8. |
Identification
and Classification of Members of the Group. |
|
|
|
None. |
|
|
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
None. |
|
|
Item
10. |
Certifications. |
|
|
|
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, other than activities solely in connection with a nomination under §240.14a-11. |
CUSIP NO. G1466B103 | 13 G | Page 6 of
8 |
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:
April 01, 2022 |
|
|
|
|
TDR
CAPITAL PTY LTD. |
|
|
|
|
By: |
/s/
Timothy Davis-Rice |
|
Name: |
Timothy
Davis-Rice |
|
Title: |
Sole
Director |
|
|
|
|
TIMOTHY
DAVIS RICE |
|
|
|
|
/s/
Timothy Davis-Rice |
CUSIP NO. G1466B103 | 13 G | Page 7 of
8 |
EXHIBIT
INDEX
|
|
Found
on Sequentially |
Exhibit |
|
Numbered
Page |
|
|
|
Exhibit
A: Joint Filing Agreement |
|
8 |
CUSIP NO. G1466B103 | 13 G | Page 8 of
8 |
JOINT
FILING AGREEMENT
AGREEMENT
dated as of April 1, 2022 between TDR Capital Pty Ltd. and Timothy Davis-Rice (the “Parties”, each a “Party”).
Each
Party hereto represents to the other Party that it is eligible to use Schedule 13G to report its beneficial ownership in Ordinary Shares,
no par value per share, of Borqs Technologies, Inc. Each Party hereto agrees that the Schedule 13G, dated April 1, 2022, relating
to such beneficial ownership, is filed on behalf of each of them.
Each
of the Parties agrees to be responsible for the timely filing of the Schedule 13G and any and all amendments thereto, and for the completeness
and accuracy of the information concerning itself contained in the Schedule 13G, and the other Party to the extent it knows or has reason
to believe that any information about the other Party is inaccurate. Each of the Parties further agrees this Joint Filing Agreement shall
be filed as an exhibit to the Schedule 13G.
Dated:
April 01, 2022 |
|
|
|
|
TDR
CAPITAL PTY LTD. |
|
|
|
|
By: |
/s/
Timothy Davis-Rice |
|
Name: |
Timothy
Davis-Rice |
|
Title: |
Sole
Director |
|
|
|
|
TIMOTHY
DAVIS RICE |
|
|
|
|
/s/
Timothy Davis-Rice |
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