Amended Statement of Ownership (sc 13g/a)
February 15 2023 - 6:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
BORQS TECHNOLOGIES, INC. |
(Name of Issuer) |
Ordinary Shares, no par value |
(Title of Class of Securities) |
December 31, 2022 |
(Date of Event Which Requires Filing of This Statement) |
Check the Appropriate box to designate the rule
pursuant to which this schedule is filed:
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).
1 |
NAME OF REPORTING PERSONS |
|
Esousa Holdings LLC
27-1090555 |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ |
|
(b)
¨ |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
0% |
12 |
TYPE OF REPORTING PERSON* |
|
OO |
1 |
NAME OF REPORTING PERSONS |
|
Michael Wachs |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ |
|
(b)
¨ |
3 |
SEC USE ONLY |
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
0 |
12 |
TYPE OF REPORTING PERSON* |
|
IN |
Item 1 (a). Name of
Issuer:
Borqs Technologies, Inc. (the “Issuer”)
Item 1 (b). Address
of Issuer’s Principal Executive Offices:
Tower A, Building B23, Universal Business Park
No. 10 Jiuxianqiao Road
Chaoyang District, Beijing 100015
People’s Republic of China
Item 2 (a). Name of
Person Filing:
This Schedule
13G/A is being filed on behalf of (i) Esousa Holdings LLC, a New York limited liability company (“Esousa”) and (ii) Michael
Wachs (“Mr. Wachs,” and, together with Esousa, the “Reporting Persons”).
Mr. Wachs
holds all of the membership interests of Esousa. Voting and dispositive power with respect to the shares held by Esousa is exercised by
Mr. Wachs, the sole and Managing Member of Esousa. Mr. Wachs disclaims beneficial ownership with respect to the shares held by Esousa.
Item 2 (b). Address
of Principal Business Office or, if None, Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2 (c). Citizenship:
Esousa is a limited liability company organized under the laws of the
State of New York, United States of America. Mr. Wachs is a citizen of the United States.
Item 2 (d). Title of
Class of Securities:
Ordinary Shares, no par value
Item 2 (e). CUSIP Number:
G1466B103
Item 3. If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
|
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
(e) |
¨ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
¨ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3): |
|
|
|
(j) |
¨ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
|
|
|
(k) |
¨ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: __
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of securities identified in Item 1.
The information as of the date of the event which
requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting
Persons hereto and is incorporated herein by reference.
Item 5. Ownership of Five Percent
or Less of a Class.
If the 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 on Behalf of Another Person.
N/A
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification
and Classification of Members of the Group.
N/A
Item 9. Notice
of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under §240.14a-11.
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.
February 14, 2023
|
By: |
/s/ Michael Wachs |
|
|
Michael Wachs |
|
|
|
ESOUSA HOLDINGS LLC |
|
|
|
|
By: |
/s/ Michael Wachs |
|
|
Michael Wachs |
|
|
Managing Member |
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