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,
AF |
|
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:
2,347,905
(1) (see Item 5) |
9. |
Sole
Dispositive Power:
0
(see Item 5) |
10. |
Shared
Dispositive Power:
2,347,905
(1) (see Item 5) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,347,905 |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
☐ |
13. |
Percent
of Class Represented by Amount in Row (11):
14.2% |
|
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 SPC
(“Holdings”) may be deemed to have an indirect or shared voting power over such shares as a result of its relationship
with nDigital Ventures (“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 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 SPC |
|
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,
AF |
|
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:
2,347,905
(1) (see Item 5) |
9. |
Sole
Dispositive Power:
0
(see Item 5) |
10. |
Shared
Dispositive Power:
2,347,905(1)
(see Item 5) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,347,905 |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
☐ |
13. |
Percent
of Class Represented by Amount in Row (11):
14.2% |
|
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 SPC
(“Holdings”) may be deemed to have an indirect or shared voting power over such shares as a result of its relationship
with nDigital Ventures (“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 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 Payments Corp., a Delaware 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 (“Ventures”) and (ii) nDigital Holdings SPC, a Segregated Portfolio
Company incorporated in the Cayman Islands (“Holdings” and together with Ventures the “Reporting Persons”). Ventures
is a wholly owned subsidiary of Holdings. The address and principal place of business of Ventures is c/o Infinios Solutions (Bahrain)
W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom of Bahrain. Ventures
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 Infinios Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420,
Road 2831, Block 428, Seef District, Kingdom of Bahrain. Holdings is the parent-owner of Ventures.
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 Infinios Solutions (Bahrain) W.L.L. (“Infinios”), which is owned by Holdings, are parties to a strategic
relationship as set forth in greater detail in the Amended and Restated Subscription License and Services Agreement, made as of February
11, 2021 by and between Infinios and the Company (the “License Agreement”), pursuant to which the Company licenses
Infinios’ digital banking and payment technology solutions. The License Agreement was originally between the Company
and Infinios Financial Services B.S.C. (f/k/a N.E.C. Payments B.S.C.) (“Financial”), and Financial’s interest in the
License Agreement was assigned to Infinios.1 As part of the consideration for the license pursuant to the terms
of the License Agreement, the Company agreed to issue Infinios or its assignee, a number of shares of Company Common Stock as
equity compensation equating to 15% of the Company’s issued and outstanding shares. In that regard, on March 25, 2021, the Company
issued 18,011,515 shares of Company Common Stock to Ventures, as assignee of Infinios, as was previously reported. Under the License
Agreement, the Company also agreed to issue additional shares to Infinios or its assignee as an adjustment to maintain their 15%
ownership in the event the Company engaged in certain stock issuance transactions in the future.
On
January 5, 2022 the Company effectuated a reverse stock split of its issued and outstanding Company Common Stock at a ratio of 9.5 to
1 (the “Reverse Stock Split”). Following the Reverse Stock Split, Reporting Persons beneficially owned 1,895,948 shares of
Company Common Stock.
On
May 6, 2022, the Company issued 451,957 shares of Company Common Stock to Ventures, as assignee of Infinios, pursuant to the equity
compensation adjustment provisions of the License Agreement resulting from certain Company stock issuance transactions.
1
Reference to Infinios herein shall mean Financial with respect to periods prior to the assignment of the License Agreement interest
by Financial to Infinios.
As
of the date of this Report and by the nature of Venture’s relationship with Holdings, Reporting Persons beneficially own 2,347,905
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 Venture’s affiliate Infinios’ 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 Ventures and Holdings, the Reporting Persons beneficially own 2,347,905
shares of Company Common Stock, which number of shares represents approximately 14.2% of the outstanding Company Common Stock based
on 16,118,264 shares of Common Stock issued and outstanding as of March 31, 2022. 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 2,347,905 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:
May 26, 2022
|
nDigital
Ventures |
|
|
|
|
By: |
/s/
Andrew Sims |
|
Name: |
Andrew
Sims |
|
Title: |
Chief
Executive Officer |
|
|
|
|
nDigital
Holdings SPC |
|
|
|
|
By: |
/s/
Andrew Sims |
|
Name: |
Andrew
Sims |
|
Title: |
Chief
Executive Officer |
SCHEDULE
A
Set
forth in the following table is a list of the current directors and executive officers of Ventures. 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 Infinios
Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom
of Bahrain.
Name: |
|
Office/Position: |
|
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 Infinios
Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom
of Bahrain.
Name: |
|
Office/Position: |
|
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 |