Washington, D.C. 20549
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).
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
ILJIN
SNT Co., Ltd.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
6,060,290
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
6,060,290
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,060,290
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.3%*
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
*
Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period
ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
ILJIN Semiconductor Co., Ltd.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
ILJIN
Steel Co., Ltd.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
1,123,608
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
1,123,608
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,123,608
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.8%*
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
*
Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period
ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
ILJIN
GLS Co., Ltd.*
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
6,060,290
**
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
6,060,290
**
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,060,290
**
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.3%
***
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
*
Formerly known as ILJIN C&S Co., Ltd.
** Represents
Common Shares held by ILJIN SNT.
***
Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period
ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
Sae
Kyoung Huh
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
722,740
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
722,740
|
10.
|
Shared
Dispositive Power
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
722,740
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.5%*
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
*
Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period
ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
Seoung
Eun Huh
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
722,740
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
722,740
|
10.
|
Shared
Dispositive Power
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
722,740
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.5%*
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
* Based on 142,109,703 shares outstanding as of November 2, 2022,
as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange
Commission on November 3, 2022.
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)
Chin
Kyu Huh
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
Not Applicable, PF |
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
6.
|
Citizenship
or Place of Organization
South Korea |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
7,183,898 *
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
7,183,898 *
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,183,898
*
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.1% **
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
* Consists
of (i) 6,060,290 Common Shares held by ILJIN SNT and (ii) 1,123,608 Common Shares held by ILJIN Steel.
** Based on 142,109,703 shares outstanding as of November 2, 2022,
as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange
Commission on November 3, 2022.
CUSIP No. 05156V102
AMENDMENT NO. 13 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with
the Securities and Exchange Commission by the Reporting Persons with respect to the Common Shares on April 8, 2019, Amendment No. 1 thereto
filed on June 4, 2019, Amendment No. 2 thereto filed on November 13, 2019, Amendment No. 3 thereto filed on December 6, 2019, Amendment
No. 4 thereto filed on December 9, 2019, Amendment No. 5 thereto filed on December 10, 2019, Amendment No. 6 thereto filed on December
18, 2019, Amendment No. 7 thereto filed on July 23, 2020, Amendment No. 8 thereto filed on October 9, 2020, Amendment No. 9 thereto filed
on January 26, 2021, Amendment No. 10 thereto filed on January 27, 2021, Amendment No. 11 thereto filed on March 3, 2022 and Amendment
No. 12 filed on January 6, 2023 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as
so defined.
The following item of the Schedule 13D is hereby amended as follows:
Item 2. Identity and Background
Paragraphs (a) and (f) of Item 2 are hereby amended and restated in
its entirety as follows:
(a) Pursuant
to Rule 13d-1 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under Section 13 of the Act,
this statement is being filed jointly by the following:
(i) ILJIN
SNT Co., Ltd. (f/k/a Cheoin Leisure Co., Ltd.) (“ILJIN SNT”);
(ii) ILJIN
Semiconductor Co., Ltd. (“ILJIN SM”);
(iii) ILJIN
Steel Co., Ltd. (“ILJIN Steel”);
(iv) ILJIN
GLS Co., Ltd. (f/k/a ILJIN C&S Co. Ltd) (“ILJIN C&S”);
(v) Sae
Kyoung Huh;
(vi) Seoung
Eun Huh; and
(vii) Chin
Kyu Huh.
Each of ILJIN SNT, ILJIN SM, ILJIN
Steel, ILJIN C&S, Ms. Sae Kyoung Huh, Ms. Seoung Eun Huh and Mr. Huh are referred to individually as a “Reporting
Person,” and collectively as the “Reporting Persons”.
The Common Shares that may be deemed
to be beneficially owned by each Reporting Person are set forth on Line 11 of such Reporting Person’s coversheet and in Item 5
below. Mr. Huh disclaims beneficial ownership of the shares owned by ILJIN SM and by Ms. Sae Kyoung Huh, his adult daughter
who owns a majority of the issued and outstanding common shares of ILJIN SM and is the chief executive officer of ILJIN SM, but does
not live in Mr. Huh’s household. Mr. Huh disclaims beneficial ownership of the shares owned by Ms. Seoung Eun Huh, his
adult daughter, who does not live in Mr. Huh’s household. Ms. Sae Kyoung Huh disclaims beneficial ownership of the shares
owned by Mr. Huh, ILJIN SNT, ILJIN Steel, ILJIN C&S and Ms. Seoung Eun Huh. Ms. Seoung Eun Huh disclaims beneficial
ownership of the shares held by Mr. Huh, ILJIN SNT, ILJIN Steel, ILJIN C&S, ILJIN SM and Ms. Sae Kyoung Huh. Mr. Huh
is the direct owner of 100% of the issued and outstanding common shares of ILJIN C&S, the indirect owner of 100% of the issued and
outstanding common shares of ILJIN SNT and the owner of a majority of the issued and outstanding shares of ILJIN Steel. Mr. Huh
is responsible for voting and dispositive decisions of ILJIN SNT, ILJIN C&S and ILJIN Steel. Accordingly, Mr. Huh
may be deemed to have investment and voting control over the Common Shares held by ILJIN SNT and ILJIN Steel.
CUSIP No. 05156V102
(f) ILJIN
SNT is a private limited company organized under laws of South Korea.
ILJIN SM is a corporation organized
under the laws of South Korea.
ILJIN C&S is a corporation
organized under the laws of South Korea.
ILJIN Steel is a corporation organized
under the laws of South Korea.
Ms. Sae Kyoung Huh is a South
Korean citizen.
Ms. Seoung Eun Huh is a South Korean
citizen.
Mr. Huh is a South Korean
citizen.
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby
amended and restated to read as follows:
(a)-(b) The information requested by these paragraphs is incorporated
herein by reference to the cover pages to this Amendment No. 13 to Schedule 13D.
(c) On January 19, 2023 Mr. Chin Kyu Huh and Ms. Sae Kyoung Huh cancelled
a portion of the previously reported gift of 1,445,480 Common Shares from Mr. Chin Kyu Huh to Ms. Sae Kyoung Huh. 722,740 Common Shares
were returned to Mr. Chin Kyu Huh.
On January 19, 2023, Mr. Chin Kyu Huh transferred, by way of a gift
and without any consideration, 722,740 Common Shares to Ms. Seoung Eun Huh.
CUSIP No. 05156V102
Item 6. Contracts, Arrangements Understandings or Relationships
with Respect to Securities of the Issuer
Exhibit A of the Schedule 13D is replaced with the Amended and Restated
Agreement of Joint Filing, dated January 19, 2023, by and among the Reporting Persons, filed with this Amendment No. 13.
Item 7. Materials to be Filed as Exhibits
Exhibit A: Amended and Restated Agreement
of Joint Filing, dated January 19, 2023, among the Reporting Persons
CUSIP No. 05156V102
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: January 19, 2023 |
ILJIN SNT CO., LTD. |
| |
|
| |
By: |
/s/ Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
|
|
| |
ILJIN SEMICONDUCTOR CO., LTD. |
| |
|
| |
By: |
/s/
Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
|
|
| |
ILJIN STEEL CO., LTD. |
| |
|
| |
By: |
/s/ Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
|
|
| |
ILJIN GLS CO. LTD. |
| |
|
| |
By: |
/s/ Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
|
|
| |
/s/ Chin Kyu Huh |
| |
Chin Kyu Huh |
| |
|
| |
/s/ Sae Kyoung Huh |
| |
Sae Kyoung Huh |
| |
|
| |
/s/ Seoung Eun Huh |
| |
Seoung Eun Huh |
| |
|
|
|
Exhibit A
AMENDED AND RESTATED AGREEMENT OF JOINT FILING
This joint filing agreement (this “Agreement”) is made
and entered into as of this nineteenth day of January, 2023, by and among ILJIN SNT Co., Ltd., ILJIN Semiconductor Co., Ltd., ILJIN
Steel Co., Ltd., ILJIN GLS Co., Ltd., Sae Kyoung Huh, Seoung Eun Huh and Chin Kyu Huh.
The parties to this Agreement hereby agree to prepare jointly and
file timely (and otherwise to deliver as appropriate all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule
13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filing”) required to
be filed by them pursuant to the Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants
to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of
all such Filings.
This agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.
| |
ILJIN SNT CO., LTD. |
| |
|
|
| |
By: |
/s/
Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
| |
ILJIN SEMICONDUCTOR CO., LTD. |
| |
|
|
| |
By: |
/s/
Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
| |
ILJIN STEEL CO., LTD. |
| |
|
|
| |
By: |
/s/
Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
| |
ILJIN GLS Co., Ltd. |
| |
|
|
| |
By: |
/s/
Young Hwa Kim |
| |
|
Name: |
Young Hwa Kim |
| |
|
Title: |
Authorized Signatory |
| |
|
| |
/s/
Chin Kyu Huh |
| |
Chin Kyu Huh |
| |
|
| |
/s/
Sae Kyoung Huh |
| |
Sae Kyoung Huh |
| |
|
| |
|
| |
/s/
Seoung Eun Huh |
| |
Seoung Eun Huh |