1.
|
Names of Reporting Person:
nDigital Ventures
|
|
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 (see Item 5)
|
8.
|
Shared Voting Power:
18,011,515 (1) (see Item 5)
|
9.
|
Sole Dispositive Power:
0 (see Item 5)
|
10.
|
Shared Dispositive Power:
18,011,515 (1) (see Item 5)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
18,011,515
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
16.84%
|
|
14.
|
Type
of Reporting Person (See Instructions):
OO
|
|
(1)
The beneficial ownership of the issuer’s shares is being reported hereunder to address the prospect that nDigital Holdings
S.P.C. (“Holdings”) may be deemed to have an indirect or shared voting power over such shares as a result of its relationship
with nDigital Ventures (described under Item 3 of this Schedule 13D and the matters described within Item 3, Item 4 and Item 5
of this Schedule 13D). Note that neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission
by Holdings or nDigital Ventures that Holdings is the beneficial owner of any shares referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
1.
|
Names of Reporting Person:
nDigital Holdings S.P.C.
|
|
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 (see Item 5)
|
8.
|
Shared Voting Power:
18,011,515 (1) (see Item 5)
|
9.
|
Sole Dispositive Power:
0 (see Item 5)
|
10.
|
Shared Dispositive Power:
18,011,515 (1) (see Item 5)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
18,011,515
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
|
[ ]
|
13.
|
Percent of Class Represented by Amount in Row (11):
16.84%
|
|
14.
|
Type of Reporting Person (See Instructions):
OO
|
|
(1)
The beneficial ownership of the issuer’s shares is being reported hereunder to address the prospect that nDigital Holdings
S.P.C. (“Holdings”) may be deemed to have an indirect or shared voting power over such shares as a result of its relationship
with nDigital Ventures (described under Item 3 of this Schedule 13D and the matters described within Item 3, Item 4 and Item 5
of this Schedule 13D). Note that neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission
by Holdings or nDigital Ventures that Holdings is the beneficial owner of any shares referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
Item
1. Security and Issuer
This
report on Schedule 13D (this “Report”) relates to the issued and outstanding shares of common stock, par value $0.001
per share (the “Company Common Stock”), of AppTech Corp., a Wyoming corporation (the “Company”). The principal
executive offices of the Company are located at 5876 Owens Ave. Suite 100, Carlsbad, California 92008.
Item
2. Identity and Background
This
Report is being jointly filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by (i) nDigital Ventures,
an exempted company incorporated in the Cayman Islands (“nDigital”) and (ii) nDigital Holdings S.P.C., a Segregated
Portfolio Company incorporated in the Cayman Islands (“Holdings” and together with nDigital the “Reporting Persons”).
nDigital is a wholly owned subsidiary of Holdings. The address and principal place of business of nDigital is c/o NEC Payments
B.S.C., Office 32 Classic Tower, Building 869, Road 3618, Block 436, Seef District, Kingdom of Bahrain. nDigital is a company
that holds stock in joint ventures, partnerships, investments, and other business ventures and interests. The address and principal
place of business of Holdings is c/o NEC Payments B.S.C., Office 32, Classic Tower, Building 869, Road 3618, Block 436, Seef District,
Kingdom of Bahrain. Holdings is the parent-owner of nDigital.
The
name, address and present office/position held by each director and executive officer of Reporting Persons is set forth in Schedule
A, attached hereto and incorporated by reference herein.
During
the past five years, neither Reporting Persons nor any individual listed on Schedule A (to Reporting Persons’ knowledge
as of the time of filing this Report) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During
the past five years, neither Reporting Persons nor any individual listed on Schedule A (to Reporting Persons’ knowledge
as of the time of filing this Report) has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction where 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.
The
citizenship of each of Reporting Persons’ directors and officers is set forth on Schedule A.
Item
3. Source and Amount of Funds or Other Consideration
The
Company and NEC Payments B.S.C. (“NECP”), which is owned by certain equity holders of Holdings, are parties to a strategic
relationship, pursuant to which the Company licenses NECP’s digital banking and payment technology solutions.
As
part of the consideration for the license, the Company agreed to issue NECP, or its assignee, 18,011,515 shares of Company Common
Stock. On March 25, 2021, the Company issued 18,011,515 shares of Company Common Stock to nDigital, as assignee of NECP.
As
of the date of this Report and by the nature of nDigital’s relationship with Holdings, Reporting Persons beneficially own
18,011,515 shares of Company Common Stock.
Item
4. Purpose of Transaction
Reporting
Persons acquired beneficial ownership of the securities of the Company for investment purposes, by assignment, as part of the
consideration paid by the Company in connection with nDigital’s affiliate NECP’s strategic license relationship with
the Company.
Reference
is made to Item 3 which is hereby incorporated by reference.
Item
5. Interest in Securities of the Issuer
(a)
|
As
of the date of this Report and due to the relationship between nDigital and Holdings, the Reporting Persons beneficially own
18,011,515 shares of Company Common Stock, which number of shares represents approximately 16.84% of the outstanding Company
Common Stock based on 106,915,500 shares of Common Stock issued and outstanding as of March 30, 2021. The percentage of ownership
reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act
of 1934, as amended.
|
|
|
(b)
|
Reporting
Persons may be deemed to have shared power to vote or direct the vote, and to dispose or direct the disposition, of an aggregate
of 18,011,515 shares of Company Common Stock owned by Reporting Persons.
|
|
|
(c)
|
Except
as described herein, Reporting Persons have not effected any transaction in Company Common Stock in the past 60 days.
|
|
|
(d)
and (e)
|
Not
applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Reference
is made to Items 3 and 4, which are hereby incorporated by reference.
Item
7.
|
Material
to be Filed as Exhibits
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date:
April 13, 2021
|
nDigital
Ventures
|
|
|
|
|
By:
|
/s/
Andrew Sims
|
|
Name:
|
Andrew
Sims
|
|
Title:
|
CEO
|
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date:
April 13, 2021
|
nDigital
Holdings S.P.C.
|
|
|
|
|
By:
|
/s/
Andrew Sims
|
|
Name:
|
Andrew
Sims
|
|
Title:
|
CEO
|
SCHEDULE
A
Set
forth in the following table is a list of the current directors and executive officers of nDigital. Across from each such individuals
name is their respective office/position and place of citizenship. The business address of each such individual listed below is
c/o NEC Payments B.S.C., Office 32 Classic Tower, Building 869, Road 3618, Block 436, Seef District, Kingdom of Bahrain.
Name:
|
|
Office/Positon:
|
|
Citizenship:
|
Yusuf
Dawood Ebrahim Nonoo
|
|
Director
|
|
Kingdom
of Bahrain
|
Fuad
Dawood Ebrahim Nonoo
|
|
Director
and Chairman
|
|
Kingdom
of Bahrain
|
Andrew
John Sims
|
|
Director
and CEO
|
|
United
Kingdom
|
Michael
Anwar Saleh Yadgar
|
|
Non-Executive
Director
|
|
United
States
|
Set
forth in the following table is a list of the current directors and executive officers of Holdings. Across from each such individuals
name is their respective office/position and place of citizenship. The business address of each such individual listed below is
c/o NEC Payments B.S.C., Office 32 Classic Tower, Building 869, Road 3618, Block 436, Seef District, Kingdom of Bahrain.
Name:
|
|
Office/Positon:
|
|
Citizenship:
|
Yusuf
Dawood Ebrahim Nonoo
|
|
Director
|
|
Kingdom
of Bahrain
|
Fuad
Dawood Ebrahim Nonoo
|
|
Director
and Chairman
|
|
Kingdom
of Bahrain
|
Andrew
John Sims
|
|
Director
and CEO
|
|
United
Kingdom
|
Michael
Anwar Saleh Yadgar
|
|
Non-Executive
Director
|
|
United
States
|