CUSIP No.
03842Q108
|
Page
2 of 7 Pages
|
1.
|
Name
of Reporting Persons
Aquan
LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☒ (1)
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
2,902,752
(2)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
2,902,752
(2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,902,752
(2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.7%
(3)
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
(1)
This Schedule 13G is filed by Aquan LLC (“Aquan”), Naqua LLC (“Naqua”) and Hing Wong (“Wong”)
(collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
(2)
Consists of 2,902,752 shares of the Issuer’s common stock held by Aquan. Naqua is the sole member of Aquan and Wong is the
sole manager of Naqua. Aquan, Naqua and Wong share power to direct the voting and disposition of the shares. Each of Naqua and
Wong disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
CUSIP No.
03842Q108
|
Page
3 of 7 Pages
|
1.
|
Name
of Reporting Persons
Naqua
LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒ (1)
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
2,902,752
(2)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
2,902,752
(2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,902,752
(2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.7%
(3)
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 2,902,752 shares of the Issuer’s common stock held by Aquan. Naqua is the sole member of Aquan and Wong is the
sole manager of Naqua. Aquan, Naqua and Wong share power to direct the voting and disposition of the shares. Each of Naqua and
Wong disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
CUSIP No.
03842Q108
|
Page
4 of 7 Pages
|
1.
|
Name
of Reporting Persons
Hing
Wong
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒ (1)
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
2,902,752
(2)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
2,902,752
(2)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,902,752
(2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.7%
(3)
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 2,902,752 shares of the Issuer’s common stock held by Aquan. Naqua is the sole member of Aquan and Wong is the
sole manager of Naqua. Aquan, Naqua and Wong share power to direct the voting and disposition of the shares. Each of Naqua and
Wong disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
CUSIP No. 03842Q108
|
Page 5 of
7 Pages
|
Aquantia Corp.
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
105
E. Tasman Drive
San Jose, CA 95134
|
Item 2(a)
|
Name of Person Filing
|
Aquan
LLC
Naqua
LLC
Hing Wong
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence
|
333 Bush Street
Suite 2800
San Francisco, CA 94104
Entities:
Aquan
LLC –Cayman Islands
Naqua
LLC – Cayman Islands
Individual:
Hing Wong - United States of America
|
Item 2(d)
|
Title of Class of Securities
|
Common Stock, $0.00001
par value
03842Q108
Item 3
Not applicable.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially
owned: See Row 9 of cover page for each Reporting Person
(b) Percent of class: See
Row 11 of cover page for each Reporting Person
(c) Number of shares as
to which the person has:
(i) Sole
power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared
power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole
power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared
power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
CUSIP No. 03842Q108
|
Page 6 of
7 Pages
|
|
Item 5
|
Ownership of Five Percent or Less of a Class
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. ☐
|
Item 6
|
Ownership of More than Five Percent of Another Person
|
Not applicable.
|
Item 7
|
Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding Company
|
Not applicable.
|
Item 8
|
Identification and Classification of Members of the
Group
|
Not applicable.
|
Item 9
|
Notice of Dissolution of Group
|
Not applicable.
Not applicable.
CUSIP No.
03842Q108
|
Page 7 of
7 Pages
|
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 14, 2018.
|
AQUAN
LLC
|
|
|
|
By:
Naqua LLC
|
|
Its:
Sole Member
|
|
|
|
By:
|
/s/
Hing Wong
|
|
|
Name:
|
Hing
Wong
|
|
|
Title:
|
Sole
Member
|
|
|
|
|
|
|
NAQUA
LLC
|
|
|
|
|
|
|
By:
|
/s/
Hing Wong
|
|
|
Name:
|
Hing
Wong
|
|
|
Title:
|
Sole
Member
|
|
EXHIBITS
A- Joint Filing Statement
Exhibit
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments
thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional
joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule
13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but
shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except
to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 14, 2018.
|
AQUAN
LLC
|
|
|
|
By:
Naqua LLC
|
|
Its:
Sole Member
|
|
|
|
By:
|
/s/
Hing Wong
|
|
|
Name:
|
Hing
Wong
|
|
|
Title:
|
Sole
Member
|
|
|
|
|
|
|
NAQUA
LLC
|
|
|
|
|
|
|
By:
|
/s/
Hing Wong
|
|
|
Name:
|
Hing
Wong
|
|
|
Title:
|
Sole
Member
|
|