If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Crescent Capital Investments Ltd.
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or place of
organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
433,814,9241
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
433,814,9241
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
433,814,9241
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
31.6%2
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
1.
|
Represents the sum of (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd.,
(ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840
Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltds voting power is held by Crescent Capital Investments Ltd. The
majority of CP QK Singapore Pte Ltd.s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. Beneficial ownership information is presented
as of February 16, 2021.
|
Page 2 of 20
2.
|
This percentage is calculated using 1,374,896,921 Class A Ordinary Shares as the denominator, which is
equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records, (ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable
upon conversion of our series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the
warrant directly held by Key Space (S) Pte Ltd.
|
Page 3 of 20
CUSIP No: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
CRESCENT GP LTD.
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or place of
organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
433,814,9241
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
433,814,9241
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
433,814,9241
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
31.6%2
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
1.
|
Represents the sum of (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd.,
(ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840
Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltds voting power is held by Crescent Capital Investments Ltd. The
majority of CP QK Singapore Pte Ltd.s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. The majority of Crescent Capital Investments
Ltd.s voting power is held by CRESCENT GP LTD. Beneficial ownership information is presented as of February 16, 2021.
|
Page 4 of 20
2.
|
This percentage is calculated using 1,374,896,921 Class A Ordinary Shares as the denominator, which is
equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records, (ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable
upon conversion of our series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the
warrant directly held by Key Space (S) Pte Ltd.
|
Page 5 of 20
CUSIP No: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
David McKee Hand
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or place of
organization
United States of
America
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
433,814,9241
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
433,814,9241
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
433,814,9241
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
31.6%2
|
14.
|
|
Type of reporting person (see
instructions)
IN
|
1.
|
Represents the sum of (i) 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd.,
(ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable upon conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840
Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltds voting power is held by Crescent Capital Investments Ltd. The
majority of CP QK Singapore Pte Ltd.s voting power is held by Crescent Green Investments Ltd. All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. The majority of Crescent Capital Investments
Ltd.s voting power is held by CRESCENT GP LTD. The majority of CRESCENT GP LTD.s voting power is held by David McKee Hand. Beneficial ownership information is presented as of February 16, 2021.
|
Page 6 of 20
2.
|
This percentage is calculated using 1,374,896,921 Class A Ordinary Shares as the denominator, which is
equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records, (ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable
upon conversion of our series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the
warrant directly held by Key Space (S) Pte Ltd.
|
Page 7 of 20
CUSIP No: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Crescent Green Investments Ltd.
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
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
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
314,539,3041
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
314,539,3041
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
314,539,3041
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
25.1%2
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
1.
|
Represents 314,539,304 Class A ordinary shares directly held by CP QK Singapore Pte Ltd. The majority of
CP QK Singapore Pte Ltd.s voting power is held by Crescent Green Investments Ltd. Beneficial ownership information is presented as of February 16, 2021.
|
2.
|
This percentage is calculated using 1,255,621,301 Class A Ordinary Shares as the denominator, which is
equal to 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records.
|
Page 8 of 20
CUSIP No: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
CP QK Singapore Pte Ltd.
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
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
Singapore
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
314,539,3041
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
314,539,3041
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
314,539,3041
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
25.1%2
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
1.
|
Represents 314,539,304 Class A ordinary shares directly held by CP QK Singapore Pte Ltd. Beneficial
ownership information is presented as of February 16, 2021.
|
2.
|
This percentage is calculated using 1,255,621,301 Class A Ordinary Shares as the denominator, which is
equal to 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records.
|
Page 9 of 20
CUSIP No: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Innovative Housing Solutions Pte. Ltd
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
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
Singapore
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
01
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
01
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
01
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
1.
|
On September 7, 2020, Innovative Housing Solutions Pte. Ltd transferred all of the 96,491,652 Class A
Ordinary Shares held by it to IHS Green Holdings Ltd. Beneficial ownership information is presented as of February 16, 2021.
|
Page 10 of 20
CUSIP No: G7308L 100
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Key Space (S) Pte Ltd
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
WC
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or place of
organization
Singapore
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
119,275,6201
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
119,275,6201
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
119,275,6201
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
8.7%2
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
1.
|
Represents the sum of (i) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable upon
conversion of the series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (ii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the warrants
directly held by Key Space (S) Pte Ltd. Beneficial ownership information is presented as of February 16, 2021.
|
2.
|
This percentage is calculated using 1,374,896,921 Class A Ordinary Shares as the denominator, which is
equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records, (ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable
upon conversion of our series 1 and series 2 convertible notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the
warrant directly held by Key Space (S) Pte Ltd.
|
Page 11 of 20
ITEM 1.
|
SECURITY AND ISSUER
|
This Statement on Schedule 13D relates to the Class A ordinary shares, par value US$0.00001 per share (Class A Ordinary
Shares) of Q&K International Group Limited (the Issuer). The principal executive offices of the Issuer are located at Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, 200032, Peoples Republic
of China.
ITEM 2.
|
IDENTITY AND BACKGROUND
|
(a) This Statement on Schedule 13D is filed jointly by the following persons (collectively, the Reporting Persons): (i) Crescent Capital
Investments Ltd., (ii) CRESCENT GP LTD., (iii) David McKee Hand, (iv) Crescent Green Investments Ltd., (v) CP QK Singapore Pte Ltd., (vi) Innovative Housing Solutions Pte. Ltd and (vii) Key Space (S) Pte Ltd. The name, business
address, present principal occupation or employment or principal business and citizenship or place of organization of each of the directors of Crescent Capital Investments Ltd., CRESCENT GP LTD., Crescent Green Investments Ltd., CP QK Singapore Pte
Ltd., Innovative Housing Solutions Pte. Ltd and Key Space (S) Pte Ltd are set forth in Schedule A hereto and are incorporated herein by reference. None of the Reporting Persons has any executive officers.
(b) Residence or Business Address:
|
I:
|
For Crescent Capital Investments Ltd.:
|
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
|
II:
|
For CRESCENT GP LTD.:
|
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
|
III:
|
For David McKee Hand:
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
|
IV:
|
For Crescent Green Investments Ltd.:
|
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
|
V:
|
For CP QK Singapore Pte Ltd.:
|
Beach Road, #32-12 South Beach Tower, Singapore 186797
|
VI:
|
For Innovative Housing Solutions Pte. Ltd:
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
|
VII:
|
For Key Space (S) Pte Ltd:
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
Page 12 of 20
(c) The principal business of Crescent Capital Investments Ltd., CRESCENT GP LTD., Crescent Green Investments
Ltd., CP QK Singapore Pte Ltd., Innovative Housing Solutions Pte. Ltd and Key Space (S) Pte Ltd is managing private investments and also provides investment related services. David McKee Hand is the
Co-Founder & Managing Partner at Crescent Point. The principal business of Crescent Point is managing private investments. The address of Crescent Point is 38 Beach Road, #32-12 South Beach Tower, Singapore 186797.
(d) Neither any of the Reporting Persons nor, to the best of their
knowledge, any of the persons listed in Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither any of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship or the place of
organization:
|
I.
|
For Crescent Capital Investments Ltd.: Cayman Islands
|
|
II.
|
For CRESCENT GP LTD.: Cayman Islands
|
|
III.
|
For David McKee Hand: United States of America
|
|
IV.
|
For Crescent Green Investments Ltd.: Cayman Islands
|
|
V.
|
For CP QK Singapore Pte Ltd.: Singapore
|
|
VI.
|
For Innovative Housing Solutions Pte. Ltd: Singapore
|
|
VII:
|
For Key Space (S) Pte Ltd: Singapore
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Key Space (S) Pte Ltd and the Issuer entered into a convertible note and warrant purchase agreement dated July 22, 2020, as amended
on July 29, 2020 (the Purchase Agreement). Pursuant to the Purchase Agreement, the convertible notes (the Notes) will be convertible at their respective conversion prices, at the option of Key Space (S) Pte Ltd,
into the American Depositary Shares of the Issuer (ADSs), each representing thirty (30) Class A Ordinary Shares. The conversion price per ADS of each Note is equivalent to 120% of the
30-trading day volume-weighted average price (VWAP) of the ADSs as of the issuance date of such Note or, if certain ADS offerings are conducted, 80% of the issue price of such ADS offerings,
subject to adjustments upon the occurrence of certain specified dilutive events. Key Space (S) Pte Ltd may convert its Notes at any time on and after the 41st day after such Notes issuance dates and prior to the Notes maturity dates. Key Space
(S) Pte Ltd may require the Issuer to redeem its Notes at the specified fundamental change repurchase price, which includes a premium, upon the occurrence of a fundamental change, including a change of control of the Issuer. The Issuer may
require Key Space (S) Pte Ltd to mandatorily convert its Notes upon the occurrence of a mandatory conversion event. The Notes have two series. Series 1 bears interest of 7.5% per annum payable in cash annually and another 7.5% per annum payable
in cash on the maturity date or, in the event of a conversion, on the conversion date in ADSs calculated at the conversion price. Series 2 bears interest of 3.5% per annum payable in cash annually and another 13.5% per annum payable in cash on the
maturity date or, in the event of a conversion, on the conversion date in ADSs calculated at the conversion price. In addition, the Issuer has issued and will issue to Key Space (S) Pte Ltd warrants (the Warrants) to subscribe to
ADSs on the respective issuance dates of the Notes and on each anniversary date of the Notes based on the principal amount of the Notes outstanding as of such anniversary date. Each of the Warrants expire five years after its respective issuance
date and has an exercise price equivalent to 110% of the VWAP of the ADSs over the 60 trading days preceding the date of issuance of such Warrant, subject to certain adjustments upon the occurrence of certain dilutive events.
Page 13 of 20
On July 29, 2020, Key Space (S) Pte Ltd subscribed to series 1 and series 2 Notes in
the aggregate principal amount of US$22.818 million at par and Warrant to purchase 79,632 ADSs pursuant to the Purchase Agreement.
The Issuer has also granted Key Space (S) Pte Ltd the option to subscribe to up to US$70.0 million in aggregate principal amount of
additional 4-year series 1 or series 2 Notes at par within 24 months of July 29, 2020 pursuant to the Purchase Agreement. From September 25, 2020 to December 15, 2020, Key Space (S) Pte Ltd
subscribed to series 1 and series 2 Notes in the aggregate principal amount of US$12.030 million at par and Warrants to purchase 67,696 ADSs in aggregate pursuant to the Purchase Agreement.
The source of funds used for these transactions were the working capital of Key Space (S) Pte Ltd. The details of each transaction are
shown in the table below, excluding any accrued interest.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Issuance
|
|
July 29, 2020
|
|
|
September 25,
2020
|
|
|
October 14,
2020
|
|
|
October 20,
2020
|
|
|
October 29,
2020
|
|
|
December 15,
2020
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount of Notes
(Series 1) Issued (US$)
|
|
|
6,777,273
|
|
|
|
356,417
|
|
|
|
332,656
|
|
|
|
891,043
|
|
|
|
891,043
|
|
|
|
1,101,923
|
|
|
|
10,350,355
|
|
Principal Amount of Notes
(Series 2) Issued (US$)
|
|
|
16,040,727
|
|
|
|
843,583
|
|
|
|
787,344
|
|
|
|
2,108,957
|
|
|
|
2,108,957
|
|
|
|
2,608,077
|
|
|
|
24,497,645
|
|
Notes Conversion Price per ADS
(US$)(1)
|
|
|
11.2508
|
|
|
|
10.1003
|
|
|
|
8.1787
|
|
|
|
7.1837
|
|
|
|
6.8512
|
|
|
|
5.3833
|
|
|
|
|
|
Number of ADSs Issuable upon Conversion of Notes (Series 1 and Series 2) at
Conversion Price
|
|
|
2,028,115
|
|
|
|
118,809
|
|
|
|
136,941
|
|
|
|
417,613
|
|
|
|
437,882
|
|
|
|
689,166
|
|
|
|
3,828,526
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Warrants Issued (US$)
|
|
|
912,720
|
|
|
|
48,000
|
|
|
|
44,800
|
|
|
|
120,000
|
|
|
|
120,000
|
|
|
|
148,400
|
|
|
|
1,393,920
|
|
Warrants Exercise Price per
ADS (US$)(2)
|
|
|
11.4618
|
|
|
|
10.2214
|
|
|
|
9.3041
|
|
|
|
8.6653
|
|
|
|
7.6830
|
|
|
|
5.1676
|
|
|
|
|
|
Number of ADSs Issuable upon Exercise of Warrants at Warrants Exercise Price
|
|
|
79,632
|
|
|
|
4,696
|
|
|
|
4,815
|
|
|
|
13,848
|
|
|
|
15,619
|
|
|
|
28,718
|
|
|
|
147,328
|
|
Page 14 of 20
(1)
|
if certain ADS offerings are conducted, the note conversion price should be 80% of the issue price of such ADS
offerings; subject to adjustments upon the occurrence of certain specified dilutive events
|
(2)
|
subject to certain adjustments upon the occurrence of certain dilutive events
|
On February 8, 2021, after the occurrence of a fundamental change pursuant to the Notes, Key Space (S) Pte Ltd waived the right to
require the Issuer to repurchase for cash all of the outstanding principal amount of the Notes or any portion thereof pursuant to the Notes, and confirmed that Key Space (S) Pte Ltd had not initiated and would not initiate any repurchase of the
Notes due to the fundamental change event caused by the change of control in the Issuer on January 28, 2021.
On September 7,
2020, Innovative Housing Solutions Pte. Ltd and IHS Green Holdings Ltd. entered into a share transfer agreement, pursuant to which Innovative Housing Solutions Pte. Ltd transferred 96,491,652 Class A Ordinary Shares, which were acquired prior
to the Issuers initial public offering, to IHS Green Holdings Ltd.
Except for the above, the securities reported in this statement
as beneficially owned by the Reporting Persons were acquired prior to the Issuers initial public offering, with cash from the applicable Reporting Persons personal funds or working capital, as applicable, and were acquired for investment
purposes.
ITEM 4.
|
PURPOSE OF TRANSACTION
|
The information set forth in Items 3 and 6 is hereby incorporated by reference in this Item 4.
Page 15 of 20
Although none of the Reporting Persons has any present intention to acquire additional securities
of the Issuer, they intend to review their respective investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the
Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise or
(iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in clauses (a) through (j) of Item 4 of Schedule 13D under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the
Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to their respective course of action (as well as to the specific elements thereof), each Reporting
Person currently expects that he or she or it would take into consideration a variety of factors, including, but not limited to, the following: the Issuers business and prospects; other developments concerning the Issuer and its businesses
generally; other business opportunities available to such Reporting Person; changes in law and government regulations; general economic conditions; and liquidity and stock market conditions, including the market price of the securities of the
Issuer.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would
result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
(a) Each of the Reporting Persons current ownership in the securities of the Issuer is set forth on the cover pages to this Statement on
Schedule 13D and is incorporated by reference herein. The Reporting Persons disclaim membership in any group with any person other than the Reporting Persons.
(b) The following table sets forth the beneficial ownership of the class of securities reported on for each of the Reporting Persons.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Number of
Shares
Beneficially
Owned(1)
|
|
|
Percentage
of Securities
|
|
|
Sole Power
to
Vote/Direct
Vote(1)
|
|
|
Shared Power
to Vote/Direct
Vote(1)
|
|
|
Sole Power to
Dispose/Direct
Disposition(1)
|
|
|
Shared Power
to
Dispose/Direct
Disposition(1)
|
|
Crescent Capital Investments Ltd.
|
|
|
433,814,924
|
(2)
|
|
|
31.6
|
(3)
|
|
|
0
|
|
|
|
433,814,924
|
(2)
|
|
|
0
|
|
|
|
433,814,924
|
(2)
|
CRESCENT GP LTD.
|
|
|
433,814,924
|
(2)
|
|
|
31.6
|
(3)
|
|
|
0
|
|
|
|
433,814,924
|
(2)
|
|
|
0
|
|
|
|
433,814,924
|
(2)
|
David McKee Hand
|
|
|
433,814,924
|
(2)
|
|
|
31.6
|
(3)
|
|
|
0
|
|
|
|
433,814,924
|
(2)
|
|
|
0
|
|
|
|
433,814,924
|
(2)
|
Crescent Green Investments Ltd.
|
|
|
314,539,304
|
(4)
|
|
|
25.1
|
(5)
|
|
|
0
|
|
|
|
314,539,304
|
(3)
|
|
|
0
|
|
|
|
314,539,304
|
(3)
|
CP QK Singapore Pte Ltd.
|
|
|
314,539,304
|
(4)
|
|
|
25.1
|
(5)
|
|
|
0
|
|
|
|
314,539,304
|
(3)
|
|
|
0
|
|
|
|
314,539,304
|
(3)
|
Innovative Housing Solutions Pte. Ltd
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Key Space (S) Pte Ltd
|
|
|
119,275,620
|
(6)
|
|
|
8.7
|
%(3)
|
|
|
0
|
|
|
|
119,275,620
|
(6)
|
|
|
0
|
|
|
|
119,275,620
|
(3)
|
(1)
|
Beneficial ownership information is presented as of February 16, 2021.
|
(2)
|
Represents 433,814,924 Class A Ordinary Shares, which include (i) 314,539,304 Class A Ordinary Shares
directly held by CP QK Singapore Pte Ltd., (ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable upon conversion of the series 1 and series 2 Notes directly held by Key Space (S) Pte Ltd, excluding any accrued
interest, and (iii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the Warrants directly held by Key Space (S) Pte Ltd. All of Key Space (S) Pte Ltds voting power is held by Crescent
Capital Investments Ltd. The majority of CP QK Singapore Pte Ltd.s voting power is held by Crescent Green Investments Ltd.
|
Page 16 of 20
|
All of the voting power of Crescent Green Investments Ltd. is held by Crescent Capital Investments Ltd. The majority of Crescent Capital Investments Ltd.s voting power is held by CRESCENT
GP LTD. The majority of CRESCENT GP LTD.s voting power is held by David McKee Hand.
|
(3)
|
This percentage is calculated using 1,374,896,921 Class A Ordinary Shares as the denominator, which is
equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records, (ii) 114,855,780 Class A Ordinary Shares represented by 3,828,526 ADSs issuable
upon conversion of the series 1 and series 2 Notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (iii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs issuable upon exercise of the Warrants
directly held by Key Space (S) Pte Ltd.
|
(4)
|
Represents 314,539,304 Class A Ordinary Shares directly held by CP QK Singapore Pte Ltd. The majority of
CP QK Singapore Pte Ltd.s voting power is held by Crescent Green Investments Ltd.
|
(5)
|
This percentage is calculated using 1,255,621,301 Class A Ordinary Shares as the denominator, which is
equal to 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records.
|
(6)
|
Represents 119,275,620 Class A Ordinary Shares, which include (i) 114,855,780 Class A Ordinary Shares
represented by 3,828,526 ADSs issuable upon conversion of the series 1 and series 2 Notes directly held by Key Space (S) Pte Ltd, excluding any accrued interest, and (ii) 4,419,840 Class A Ordinary Shares represented by 147,328 ADSs
issuable upon exercise of the Warrants directly held by Key Space (S) Pte Ltd.
|
(c) Other than as described in Items 3 above,
there have been no transactions in the class of securities reported on that were effected during the past sixty days by any of the Reporting Persons.
(d)
Not applicable.
(e) On September 7, 2020, Innovative Housing Solutions Pte. Ltd ceased to be the beneficial owner of more than five percent of the
class of securities reported.
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Except as described in Items 1 through 7 of this Schedule 13D, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person, including but not limited
to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, with respect to any
securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except for standard default and similar
provisions contained in loan agreements.
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
|
Exhibit
Number
|
|
Title
|
|
|
99.1
|
|
Joint Filing Agreement, dated February 16, 2021, among Crescent Capital Investments Ltd., CRESCENT GP LTD., David McKee Hand, Crescent Green Investments Ltd., CP QK Singapore Pte Ltd., Innovative Housing Solutions Pte. Ltd and
Key Space (S) Pte Ltd
|
|
|
99.2
|
|
Convertible notes and warrant purchase agreement, dated July 22, 2020, between the Issuer and Key Space (S) Pte Ltd
|
Page 17 of 20
|
|
|
Exhibit
Number
|
|
Title
|
|
|
99.3
|
|
Amendment No. 1 to the convertible notes and warrant purchase agreement, dated July 29, 2020, between the Registrant and Key Space (S) Pte Ltd
|
|
|
99.4
|
|
Share transfer agreement, dated September 7, 2020, between Innovative Housing Solutions Pte. Ltd and IHS Green Holdings Ltd.
|
Page 18 of 20
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: February 16, 2021
|
|
|
Crescent Capital Investments Ltd.
|
|
|
By:
|
|
/s/ David McKee Hand
|
Name: David McKee Hand
|
|
|
|
CRESCENT GP LTD.
|
|
|
By:
|
|
/s/ David McKee Hand
|
Name: David McKee Hand
Title:
Director
|
|
|
|
David McKee Hand
|
|
|
By:
|
|
/s/ David McKee Hand
|
|
|
|
Crescent Green Investments Ltd.
|
|
|
By:
|
|
/s/ David McKee Hand
|
Name: David McKee Hand
Title:
Director
|
|
|
|
CP QK Singapore Pte Ltd.
|
|
|
By:
|
|
/s/ Yin Shao Siang
|
Name: Yin Shao Siang
Title:
Director
|
|
|
|
Innovative Housing Solutions Pte. Ltd
|
|
|
By:
|
|
/s/ Kam Lian Je Jacinta
|
Name: Kam Lian Je Jacinta
Title:
Director
|
|
|
|
Key Space (S) Pte Ltd
|
|
|
By:
|
|
/s/ Lawrence Yong Chye Lim
|
Name: Lawrence Yong Chye Lim
Title:
Director
|
Page 19 of 20
Schedule A
Directors of Certain Reporting Persons
|
|
|
|
|
|
|
|
|
Entity
|
|
Director
|
|
Business Address
|
|
Present Principal
Occupation or
Employment/
Principal Business
|
|
Citizenship/Place of
Organization
|
Crescent Capital Investments Ltd.
|
|
David McKee Hand
|
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
|
|
Co-Founder & Managing Partner at Crescent Point
|
|
United States of America
|
CRESCENT GP LTD.
|
Crescent Green Investments Ltd.
|
|
|
|
|
|
CP QK Singapore Pte Ltd.
|
|
Yin Shao Siang
|
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
|
|
Vice President of Crescent Point
|
|
Malaysia
|
|
|
|
|
|
Innovative Housing Solutions Pte. Ltd
|
|
Kam Lian Je Jacinta
|
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
|
|
Finance Manager of Crescent Point
|
|
Singapore
|
|
|
|
|
|
Key Space (S) Pte Ltd
|
|
Lawrence Yong Chye Lim
|
|
38 Beach Road, #32-12 South Beach Tower, Singapore 186797
|
|
Chief Financial Officer of Crescent Point
|
|
Singapore
|
Page 20 of 20