UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
TDH HOLDINGS, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G87084 102
(CUSIP Number)
Easthill Capital Management LLC
One League, Unit 62317
Irvine, CA 92602
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 3, 2021
(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 which 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
☐.
|
* |
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 the disclosures provided in a prior
cover page. |
The information required in 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).
CUSIP No. G87084 102
1. |
Names of Reporting Person: Easthill
Capital Management LLC
|
I.R.S. Identification Nos. of above persons (entities
only):
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) ☐
(b) ☐
|
3. |
SEC
Use Only: |
|
4. |
Source of Funds (See Instruction):
|
WC |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or (e): ☐ |
|
6. |
Citizenship or Place of Organization:
|
USA |
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With: |
7. |
Sole
Voting Power:
7,670,000
|
8. |
Shared Voting Power:
None
|
9. |
Sole
Dispositive Power:
7,670,000
|
10. |
Shared Dispositive Power:
None
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
7,670,000 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ☐ |
|
13. |
Percent of Class Represented by Amount in Row (11):
|
9.59% |
14. |
Type
of Reporting Person (See Instructions):
|
OO |
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D/A (this “Statement”) relates to the
common shares, par value $0.001 per share, of TDH Holdings, Inc., a
company organized under the laws of the British Virgin Islands (the
“Company”), whose principal office is located at Room 1809,
Financial Square, 197 Shuangzhu Road, Huangdao District, Qingdao,
Shandong Province, People’s Republic of China.
ITEM 2. IDENTITY AND BACKGROUND
|
(a) |
Name
of Persons filing this Statement: |
Easthill Capital Management LLC
|
(b) |
Residence
or Business Address: |
Easthill Capital Management LLC
One League, Unit 62317
Irvine, CA 92602
|
(c) |
Present
Principal Occupation and Employment: |
Easthill Capital Management LLC’s principal business is special
situation investments.
|
(d) |
and
(e) Criminal Convictions and Civil
Proceedings: |
Easthill Capital Management LLC (“Easthill”) has not been: (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a
result of such proceeding, is or was 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.
|
(f) |
State
of Incorporation/Organization/Citizenship: |
Nevada
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
On November 3, 2021, Easthill purchased 2,270,000 common shares of
the Company in a registered direct offering for the purchase price
of $1,452,800. The 2,270,000 common shares were issued to Easthill
on November 3, 2021.
ITEM 4. PURPOSE OF TRANSACTION
Easthill acquired the common shares from the Company for investment
purposes. Easthill expects to evaluate, on an ongoing basis, the
Company’s financial condition and prospects and its interests in,
and intentions with respect to, the Company and the investment in
the securities of the Company, which review may be based on various
factors, including but not limited to the Company’s business and
financial condition, results of operation and prospects, general
economic and industry conditions, the securities markets in
general. Accordingly, Easthill reserves the right to change its
intentions, as it deems appropriate, at any time. In particular,
Easthill may, from time to time, in the open market, through
privately negotiated transactions or otherwise, increase its
holdings in the Company or dispose of all or a portion of the
securities of the Company that it now owns or may hereafter
acquire.
Other than as expressly set forth in this Item 4 or below, Easthill
has no plans or proposals as of the date of this filing which
relate to, or would result in, any of the actions enumerated in
Item 4 of the instructions to this Statement. Easthill, however,
adopt in the future such plans or proposals subject to compliance
with applicable regulatory requirements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
|
(a) |
Easthill
beneficially owns 7,670,000 common shares, representing 9.59% of
the outstanding common shares of the Company (based upon 79,949,995
common shares outstanding as of the date of this
filing). |
|
(b) |
Mr.
Philip Zou, the managing member of Easthill has the sole power to
vote or direct the vote and the sole power to dispose or direct the
disposition of the 7,670,000 common shares. |
|
(c) |
The
following table sets forth the transactions of commons shares that
were effected during the past sixty days by Easthill. |
Trade
Date |
|
Number
of Shares Purchased |
|
Price
Per Share |
November
3, 2021 |
|
2,270,000 |
|
$0.64 |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Easthill and any person
with respect to any securities of the Company, including, but not
limited to, the transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, the occurrence of which would
give another person voting or investment power over the
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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: November
12, 2021 |
Easthill
Capital Management LLC |
|
|
|
/s/
Philip Zou |
|
By: |
Philip
Zou |
|
|
Managing
Member |
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