ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in the cover pages are amended and
restated as set forth in the cover pages. Item 5(a)~(b) and
(c) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) and (b) As of February 17, 2021, as a result of
consummation of the Merger, (i) V99 acquired and, for purposes
of Rule 13d-3 promulgated
under the Exchange Act, beneficially owns 100% of the outstanding
Common Stock; and (ii) Dr. Jin may be deemed to
beneficially own the shares of Common Stock owned by V99 by virtue
of Dr. Jin being the officer, sole director and sole
stockholder of V99. V99 and Dr Jin may be deemed to have shared
voting and dispositive power over the 10 shares of Common Stock
that are held by V99.
Each of Yi-Ting Chen,
Yi-Chun Chen and Changbin
Wang disclaims that they are members of a “group” within the
meaning of Section 13(d)(3) of the Act, with each other or any
other Reporting Person, except to the extent of commonality of the
undertakings and purposes of the Voting and Support Agreement.
(c) The responses set forth in Item 4 of this Amendment is
incorporated herein by reference and is qualified in its entirety
by reference to the Merger Agreement. Except pursuant to the Merger
as described herein, none of the Reporting Persons has effected any
transactions in the shares of Common Stock of the Issuer during the
past sixty (60) days.
(d) Not applicable.
(e) As of February 17, 2021, as a result of consummation of
the Merger, Digital, Samuel T. Chen, Fiona Chang, Yi-Ting Chen, Yi-Chun Chen and Changbin Wang no
longer may be deemed to beneficially own shares of Common
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The information contained in Item 6 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
The description of the Credit Agreement under Item 3 is
incorporated herein by reference. Any summary of the Credit
Agreement in this Schedule 13D does not purport to be complete and
is qualified in its entirety by reference to the full text of the
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The information contained in Item 7 of the Schedule 13D is hereby
amended and supplemented by adding the following exhibit: