UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )
TraQiQ,
Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
Richard
Rafferty
901
Main Street, Suite 6000
Dallas,
Texas 75202
(214)
651-4300 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
May
19, 2023 |
(Date
of Event which Requires Filing of this Statement) |
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 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
89416R101 |
SCHEDULE
13D |
Page
2 of 8 |
1. |
Names
of Reporting Persons |
Jeff
Rizzo |
2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒ |
3. |
Sec
Use Only |
|
4. |
Source
of Funds |
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 |
20,532,641 |
8. |
Shared
Voting Power |
15,982,590 |
9. |
Sole
Dispositive Power |
20,532,641 |
10. |
Shared
Dispositive Power |
15,982,590 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
20,532,641 |
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
☒ |
13. |
Percent
of Class Represented by Amount in Row (11) |
37.7% |
14. |
Type
of Reporting Person |
IN |
CUSIP
89416R101 |
SCHEDULE
13D |
Page
3 of 8 |
1. |
Names
of Reporting Persons |
Titan
Holdings 2, LLC |
2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒ |
3. |
Sec
Use Only |
|
4. |
Source
of Funds |
OO |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
☐ |
6. |
Citizenship
or Place of Organization |
Michigan |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
7. |
Sole
Voting Power |
0 |
8. |
Shared
Voting Power |
15,982,590 |
9. |
Sole
Dispositive Power |
0 |
10. |
Shared
Dispositive Power |
15,982,590 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
15,982,590 |
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
32.0% |
14. |
Type
of Reporting Person |
OO |
CUSIP
89416R101 |
SCHEDULE
13D |
Page
4 of 8 |
1. |
Names
of Reporting Persons |
Marilyn
D. Rizzo Trust Dated April 23, 2010, as amended |
2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒ |
3. |
Sec
Use Only |
|
4. |
Source
of Funds |
OO |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
☐ |
6. |
Citizenship
or Place of Organization |
Michigan |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
7. |
Sole
Voting Power |
0 |
8. |
Shared
Voting Power |
15,982,590 |
9. |
Sole
Dispositive Power |
0 |
10. |
Shared
Dispositive Power |
15,982,590 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
15,982,590 |
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
32.0% |
14. |
Type
of Reporting Person |
OO |
CUSIP
89416R101 |
SCHEDULE
13D |
Page
5 of 8 |
1. |
Names
of Reporting Persons |
Marilyn
Rizzo |
2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒ |
3. |
Sec
Use Only |
|
4. |
Source
of Funds |
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
|
|
8. |
Shared
Voting Power |
15,982,590 |
9. |
Sole
Dispositive Power |
0 |
10. |
Shared
Dispositive Power |
15,982,590 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
15,982,590 |
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
32.0% |
14. |
Type
of Reporting Person |
IN |
CUSIP
89416R101 |
SCHEDULE
13D |
Page
6 of 8 |
ITEM
1. |
SECURITY
AND ISSUER |
This
Schedule 13D relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of TraQIQ, Inc., a California
corporation (the “Company”). The address of the principal executive offices of the Company 1931 Austin Drive, Troy, Michigan
48083.
ITEM
2. |
IDENTITY
AND BACKGROUND |
(a)
This Schedule 13D is being filed by (1) Jeff Rizzo in his individual capacity and also as the sole manager of Holdings (“Jeff
Rizzo”), (2) Titan Holdings 2, LLC, a Michigan limited lability company (“Holdings”), (3) The Marilyn D. Rizzo
Trust Dated April 23, 2010, as amended, which is the sole member of Holdings (the “Trust”), and (4) Marilyn Rizzo as the
sole trustee and beneficiary of the Trust (“Marilyn Rizzo”) (the foregoing being collectively referred to as the
“Reporting Persons”). The Reporting Persons expressly disclaim the existence of any “group” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, between themselves or with any other person, with
respect to the Common Stock.
(b)
The business address of each of Jeff Rizzo, Holdings, the Trust, and Marilyn Rizzo is 1931 Austin Drive, Troy, Michigan
48083.
(c)
In his individual capacity, Jeff Rizzo is an executive officer of Titan Trucking, LLC (“Titan Trucking”) and the Chief
Operating Officer and a member of the Company’s board of directors. Titan Trucking is an operating subsidiary of the Company,
and its address is 1931 Austin Drive, Troy, Michigan 48083. Titan Trucking is a waste collection and trucking company specializing
in the hauling of municipal solid waste and construction and demolition debris for industrial generators, commercial contractors,
and transfer station operators. As the manager of Holdings, Jeff Rizzo oversees and manages the business and affairs of Holdings.
Marilyn Rizzo is not employed at this time as she is a retiree. Marilyn Rizzo is the grantor and sole trustee of the Trust, which is
the sole member of Holdings, and as such has the authority remove and appoint the manager of Holdings. Marilyn Rizzo is also the
sole beneficiary of the Trust.
(d)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons 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)
Each of Jeff Rizzo and Marilyn Rizzo is a citizen of the United States of America. The Trust is a trust governed by the laws of the
State of Michigan. Holdings is a limited lability company that was organized under the laws of, and is domiciled in, the State of
Michigan.
ITEM
3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Jeff
Rizzo received 205,326.41 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”)
as consideration for the Company’s acquisition of Titan Trucking. Holdings received 159,825.90 shares of Series C Preferred Stock
as consideration for the Company’s acquisition of Titan Trucking. Each share of Series C Preferred Stock is convertible into 100
shares of the Company’s Common Stock.
ITEM
4. |
PURPOSE
OF TRANSACTION |
Each
of Jeff Rizzo, Holdings, the Trust, and Marilyn Rizzo acquired the securities, directly or indirectly, as applicable, of the Company
reported herein as an investment. Each of the Reporting Persons holds the Company’s securities for investment purposes. None of
the Reporting Persons have any present plans or proposals with respect to any of the matters set forth in subparagraphs (a)-(j) of Item
4 of Schedule 13D.
Each
of Jeff Rizzo, Holdings, the Trust, and Marilyn Rizzo intends to assess its investment in the Company on a continuing basis. Depending
on various factors, including without limitation their perceptions of the Company’s actual and prospective financial condition,
results of operations, cash flows, liquidity, capital resources and other attributes, the respective price levels of the Common Stock,
conditions in the securities markets, and general economic and industry conditions, any or all of them may in the future take such actions
with respect to their investment in the Company as the they may deem appropriate, including without limitation purchasing additional
shares of Common Stock or other securities of the Company or selling or otherwise disposing of some or all of their shares of Common
Stock or other securities of the Company.
ITEM
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
(a)
As of the date of this Schedule 13D, Jeff Rizzo beneficially owns an aggregate of 20,532,640 shares of Common Stock (the “J Rizzo
Shares”), of which 0 are outstanding shares of Common Stock and 20,532,640 are shares of Common Stock that are issuable upon the
conversion of 205,326.41 shares of the Company’s Series C Preferred Stock owned beneficially and of record by Jeff Rizzo. The J
Rizzo Shares represent 37.7% of the shares of Common Stock outstanding, with the number of shares of Common Stock deemed to be outstanding
for purposes of this Schedule 13D being 54,472,606 (which represents the sum of (x) 33,939,655, which according to information provided
by the Company to the Reporting Persons represents the total number shares of Common Stock outstanding as of May 19, 2023 and (y) the
20,532,640 shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock beneficially owned by Jeff Rizzo).
Each of the Reporting Persons disclaims responsibility for the accuracy of the information provided by the Company.
CUSIP
89416R101 |
SCHEDULE
13D |
Page
7 of 8 |
As
of the date of this Schedule 13D, Holdings beneficially owns an aggregate of 15,982,590 shares of Common Stock (the “Holdings Shares”),
of which 0 are outstanding shares of Common Stock and 15,982,590 are shares of Common Stock that are issuable upon the conversion of
159,825.90 shares of the Company’s Series C Preferred Stock owned beneficially and of record by Holdings. The Holdings Shares represent
32.0% of the shares of Common Stock outstanding, with the number of shares of Common Stock deemed to be outstanding for purposes of this
Schedule 13D being 49,922,555 (which represents the sum of (x) 33,939,655, which according to information provided by the Company to
the Reporting Persons represents the total number shares of Common Stock outstanding as of May 19, 2023, and (y) the 15,982,590 shares
of Common Stock issuable upon conversion of the shares of Series C Preferred Stock beneficially owned by Holdings).
As
of the date of this Schedule 13D, the Trust, as the sole member of Holdings, indirectly beneficially owns the Holdings Shares.
As
of the date of this Schedule 13D, Marylin Rizzo, as a beneficiary of the Trust, indirectly beneficially owns the Holdings Shares.
(b)
Jeff Rizzo has the sole power to vote and dispose of the J Rizzo Shares. As of the date of this Schedule 13D, 0 of the J Rizzo Shares
are outstanding shares of Common Stock and 20,532,640 are shares of Common Stock that are issuable upon the conversion of 205,326.41
shares of the Company’s Series C Preferred Stock owned beneficially and of record by Jeff Rizzo. The J Rizzo Shares represent 37.7%
of the shares of Common Stock outstanding, with the number of shares of Common Stock deemed to be outstanding for purposes of this Schedule
13D being 54,472,606 (which represents the sum of (x) 33,939,655, which according to information provided by the Company to the Reporting
Persons represents the total number shares of Common Stock outstanding as of May 19, 2023, and (y) the 20,532,640 shares of Common Stock
issuable upon conversion of the shares of Series C Preferred Stock beneficially owned by Jeff Rizzo).
Jeff
Rizzo, Holdings, the Trust, and Marilyn Rizzo share the power to vote and dispose of the Holdings Shares. As of the date of this Schedule
13D, 0 of the Holdings Shares are outstanding shares of Common Stock and 15,982,590 are shares of Common Stock that are issuable upon
the conversion of 159,825.90 shares of the Company’s Series C Preferred Stock owned beneficially and of record by Holdings. The
Holdings Shares represent 32.0% of the shares of Common Stock outstanding, with the number of shares of Common Stock deemed to be outstanding
for purposes of this Schedule 13D being 49,922,555 (which represents the sum of (x) 33,939,655, which according to information provided
by the Company to the Reporting Persons represents the total number shares of Common Stock outstanding as of May 19, 2023, and (y) the
15,982,590 shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock beneficially owned by Holdings).
(c)
Other than the acquisition of the shares of Series C Preferred Stock as described in Item 3 above (incorporated herein by reference),
none of the Reporting Persons effected any transactions in shares of the Company’s Common Stock, in any capacity, during the 60
days immediately preceding the date of this Schedule 13D. Each of Jeff Rizzo and Holdings became the record holder of their respective
shares of Series C Preferred Stock on May 19, 2023 in connection with the Company’s acquisition of Titan Trucking at an
agreed value of $12.839 per share of Series C Preferred Stock.
(d)
Not applicable.
(e)
Not applicable.
ITEM
6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Except
for (1) the relationships among the Reporting Persons described elsewhere herein, (2) the respective agreements pursuant to which the
securities of the Company referred to herein were acquired from the Company by a Reporting Person, and (3) the Company’s governing
documents or other instruments setting forth the designations, preferences, rights, restrictions, obligations and other characteristics
or terms of the securities of the Company referred to herein that were acquired from the Company by a Reporting Person, none of the Reporting
Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company.
The
Trust is the sole member of Holdings, and Marylin Rizzo is the sole trustee and a beneficiary of the Trust. Each of the Trust and Marylin
Rizzo disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by it and her. Jeff Rizzo is the sole
manager of, but not a member of, Holdings, and disclaims beneficial ownership of the Holdings Shares.
ITEM
7. |
MATERIAL
TO BE FILED AS EXHIBITS |
CUSIP
89416R101 |
SCHEDULE
13D |
Page
8 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.
Date:
July 12, 2023
|
|
Jeffery
Rizzo |
|
|
|
|
|
/s/
Jeffrey Rizzo |
|
|
Jeffrey
Rizzo |
|
|
|
|
|
Titan
Holdings 2, LLC |
|
|
|
|
|
/s/
Jeffrey Rizzo |
|
By: |
Jeffrey Rizzo, Manager |
|
|
|
|
|
Marilyn
Rizzo Trust Dated April 23, 2010, as amended |
|
|
|
|
|
/s/
Marilyn Rizzo |
|
By: |
Marilyn Rizzo, Trustee |
|
|
|
|
|
Marilyn
Rizzo |
|
|
|
|
|
/s/
Marilyn Rizzo |
|
|
Marilyn
Rizzo |
Exhibit
7.1
JOINT
FILING AGREEMENT
This
Agreement is dated as of May 30 2023, by and among Jeff Rizzo (“Jeff Rizzo”), Titan Holdings 2, LLC (“Holdings”),
the Marilyn Rizzo Trust dated April 23, 2010, as amended (the “Trust”), and Marilyn Rizzo (the “Trustee”).
WHEREAS,
pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under Section 13d(1) of the Securities Exchange Act of 1934, as amended (the “Act”),
the parties hereto have decided to satisfy their filing obligations under the Act by a single joint filing.
NOW,
THEREFORE, the undersigned do hereby agree as follows:
1.
The Schedule 13D (the “Schedule 13D”) with respect to TraQiQ, Inc., a California corporation, to which this Agreement is
attached as Exhibit 7.1 is filed on behalf of Jeff Rizzo, the Trustee, Holdings, and the Trust. Each of Jeff Rizzo, Holdings, the Trust,
and the Trustee hereby authorizes Jeff Rizzo to file the Schedule 13D on its behalf.
2.
Each of Jeff Rizzo, Holdings, the Trust, and the Trustee agree that nothing in this Joint Filing Agreement should be considered an
admission of beneficial ownership of the shares described in the Schedule 13D.
3.
Each of Jeff Rizzo, Holdings, the Trust, and the Trustee is responsible for the completeness and accuracy of the information concerning
such person or entity contained therein; provided that such person or entity is not responsible for the completeness or accuracy of the
information concerning any other person or entity making such filing.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.
|
|
Jeffrey
Rizzo |
|
|
|
|
|
/s/
Jeffrey Rizzo |
|
|
Jeffrey
Rizzo |
|
|
|
|
|
Titan
Holdings 2, LLC |
|
|
|
|
|
/s/
Jeffrey Rizzo |
|
By: |
Jeffrey
Rizzo, Manager |
|
|
|
|
|
Marylin
Rizzo Trust Dated April 23, 2010, as amended |
|
|
|
|
|
/s/
Marylin Rizzo |
|
By: |
Marylin
Rizzo, trustee |
|
|
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|
|
Marylin
Rizzo |
|
|
|
|
|
/s/
Marylin Rizzo |
|
By: |
Marylin
Rizzo |
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