UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Muscle Maker, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
627333107
(CUSIP Number)
AGGIA LLC FZ
Business Center 1, M Floor
The Meidan Hotel
And al Sheba, Dubai, U.A.E.
(905) 660-1919
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
May 25, 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.
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Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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).
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1
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Names of Reporting Persons.
AGGIA LLC FZ
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) ☐
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(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
OO
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5
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Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e):
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6
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Citizenship or Place of Organization.
United Arab Emirates
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
3,636,617
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
3,636,617
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
3,636,617
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
11.3% **
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14
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Type of Reporting Person (See Instructions)
OO
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** The percentage set forth above is calculated pursuant to Rule
13d-3 of the Exchange Act, based on the 32,197,066 shares of Common
Stock (as defined below) outstanding as disclosed in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
as filed with the Securities and Exchange Commission on May 10,
2023, beneficially owned by the Reporting Persons.
This Amendment No. 1 to Schedule 13D amends and supplements the
Schedule 13D initially filed with the Securities and Exchange
Commission on April 19, 2023 by Aggia LLC FZ, a corporation
incorporated under the laws of the United Arab Emirates, pursuant
to Rule 13d-1(e) under the Securities Exchange Act of 1934, as
amended.
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Item 1.
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Security and Issuer
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This statement on Schedule 13D (the “Schedule 13D”) relates to the
Common Stock, par value $0.0001 per share (the “Common Shares”), of
Muscle Maker, Inc. a Nevada corporation (the “Issuer”) whose
principal executive offices are located at 1751 River Run, STE 200,
Fort Worth, Texas 76107. On October 19, 2022, the Issuer formed
Sadot LLC, a Delaware limited liability company and a wholly owned
subsidiary of Issuer (“Sadot”). On November 14, 2022 (the
“Effective Date”), the Issuer, Sadot and Aggia LLC FZ, a company
formed under the laws of United Arab Emirates (“Aggia”) entered
into a Services Agreement (the “Services Agreement”) whereby Sadot
engaged Aggia to provide certain advisory services to Sadot for
creating, acquiring and managing Sadot’s business of wholesaling
food and engaging in the purchase and sale of physical food
commodities. The closing date of the Services Agreement was
November 16, 2022. The parties entered into Addendum 1 to the
Services Agreement (“Addendum 1”) on November 17, 2022. As
consideration for Aggia providing the services to Sadot, the Issuer
agreed to issue shares of common stock of the Company, par value
$0.0001 per share (the “Common Stock”), to Aggia subject to Sadot
generating net income measured on a quarterly basis at per share
price of $1.5625, subject to equitable adjustments for any
combinations or splits of the Common Stock occurring following the
Effective Date (the “Per Share Price”). Upon Sadot generating net
income for any fiscal quarter, the Company shall issue Aggia a
number of shares of Common Stock equal to the net income for such
fiscal quarter divided by the Per Share Price (the “Shares”). The
Company may only issue authorized, unreserved Shares of Common
Stock. The Company will not issue Aggia in excess of 14,424,275
Shares representing 49.999% of the number of issued and outstanding
shares of Common Stock as of the Effective Date (the “Shares Cap”).
The Company has made the following issuances to Aggia pursuant to
the Services Agreement:
•on
March 27, 2023, the Company issued 2,848,806 shares of Common Stock
to Aggia.
•on
May 25, 2023, the Company issued 2,720,017 shares of Common Stock
to Aggia.
Following the issuance on May 25, 2023, Aggia assigned 1,932,206
shares of common stock to three parties.
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Item 2.
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Identity and Background
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The Schedule 13D is being filed by the following person (the
“Reporting Person”):
AGGIA LLC FZ (“AGGIA”)
AGGIA is organized under the laws of the United Arab Emirates.
Moshe Aaron Bergman is the control person for Aggia. The address
for the principal business office of the Reporting Person is
Business Center 1, M Floor, The Meidan Hotel, And al Sheba, Dubai,
U.A.E.
The principal business of AGGIA is providing consulting services
pertaining to the wholesaling of food and engaging in the purchase
and sale of physical food commodities.
During the last five years, each one of the Reporting Person (i)
has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and (ii) was not 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.
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Item 3.
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Source and Amount of Funds or Other Consideration
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See Item 1 above.
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Item 4.
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Purpose of Transaction
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See Item 1 above. Other than as described above, the Reporting
Person does not currently have any plans or proposals that relate
to, or would result in, any of the matters listed in Items 4(a)–(j)
of Schedule 13D, although, depending on the factors discussed
herein, the Reporting Person may change its purpose or formulate
different plans or proposals with respect thereto at any
time.
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Item 5.
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Interest in Securities of the Issuer
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(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the
aggregate number of Common Shares and percentage of Common Shares
beneficially owned by the Reporting Person, as well as the number
of Common Shares as to which the Reporting Person has the sole
power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition
of or shared power to dispose or to direct the disposition of, as
of the date hereof, based on 9,424,000 Common Shares outstanding as
of October 20, 2022.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole
power to
vote or to
direct the
vote
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Shared
power to
vote or to
direct the
vote
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Sole power
to dispose
or to direct
the
disposition
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Shared power
to dispose
or to direct
the
disposition
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AGGIA LLC FZ
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3,636,617
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11.3% |
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3,636,617
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0
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3,636,617
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0 |
The securities reported above are held of record by AGGIA and
include 3,636,617 shares of Common Stock.
AGGIA is the record holder of the securities reported herein.
Benjamin Petel is the Chief Executive Officer of
AGGIA.
(c) The Reporting Person has not effected any transactions of the
Issuer’s Common Shares during the 60 days preceding the date of
this report, except as described in Item 4 of this Schedule 13D,
which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Item 4 above summarizes certain provisions of the Services
Agreement and is incorporated herein by reference. A copy of the
agreement is attached as an exhibit to this Schedule 13D and is
incorporated herein by reference.
Except as set forth herein, the Reporting Person has no contracts,
arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer,
including but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer or voting
of such securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of
proxies.
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Item 7.
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Materials to be Filed as Exhibits
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Exhibit
Number
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Description
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1
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SIGNATURES
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.
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AGGIA LLC FZ
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Date: June 1, 2023 |
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/s/ Benjamin Petel
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Name:
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Benjamin Petel
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Title:
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Delegated Director
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