|
|
|
|
|
| CUSIP No. 53228T101 |
|
Schedule 13G |
|
Page
5
of 6 Pages |
Explanatory Note*
This Amendment No. 2 (the “Amendment No. 2”), being filed by Rosella Holdings Limited, International Company
Management Limited and Portman Welbeck Limited (the “Reporting Persons”) amends the Schedule 13G initially filed on May 14, 2021 and the Amendment No. 1 to Schedule 13G filed on November 21, 2022 (collectively, the
“Schedule 13G”). The information stated in this Amendment No. 2 amends the information disclosed under the corresponding entries in the Schedule 13D as described below. Except as specifically provided herein, this Amendment
No. 2 does not modify any of the information previously reported in the Schedule 13G.
Item 4. Ownership.
| |
(a) |
Amount beneficially owned: |
As of July 21, 2023, Rosella Holdings Limited underwent a voluntary dissolution and transferred all of the 378,595 shares of Common Stock
it previously held directly to two newly-formed Guernsey companies, Caspian Investments Limited (“Caspian”) and Partridge Investments Limited (“Partridge”). As a result, Rosella Holdings Limited is no longer the beneficial owner
of any shares of Common Stock. In addition, Partridge received 2,939 shares of Common Stock from a separate affiliated Guernsey company that underwent a voluntary dissolution. As of July 21, 2023, Caspian directly holds 189,298 shares of Common
Stock, and Partridge directly holds 192,236 shares of Common Stock.
As of July 21, 2023, International Company Management Limited
(“ICML”) and Portman Welbeck Limited (“PWL”) may be deemed to have or share beneficial ownership of the Common Stock held by each of Caspian and Partridge, but each disclaims beneficial ownership of such Common Stock.
As of July 21, 2023, each of ICML and PWL may be deemed to be the beneficial owner of approximately 6.1% of the Issuer’s Common Stock
based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.
| |
(c) |
Number of shares of Common Stock as to which Rosella Holdings Limited has: |
|
|
|
|
|
|
|
| (i) |
|
Sole power to vote or to direct the vote: |
|
|
0 |
|
| (ii) |
|
Shared power to vote or to direct the vote: |
|
|
0 |
|
| (iii) |
|
Sole power to dispose or to direct the disposition of: |
|
|
0 |
|
| (iv) |
|
Shared power to dispose or to direct the disposition of: |
|
|
0 |
|
|
| Number of shares of Common Stock as to which each of ICML and PWL has: |
|
|
|
|
| (i) |
|
Sole power to vote or to direct the vote: |
|
|
0 |
|
| (ii) |
|
Shared power to vote or to direct the vote: |
|
|
381,534 |
|
| (iii) |
|
Sole power to dispose or to direct the disposition of: |
|
|
0 |
|
| (iv) |
|
Shared power to dispose or to direct the disposition of: |
|
|
381,534 |
|
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following ☒.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.