SEC Form 4 · accession 0001213900-16-014933
China Lending Corp · CLDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 6, 2014
Accepted (ET)
Jul 13, 2016 · 4:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611852
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Jul 6, 2016 | J | 10,000 | $10.00 | A | 1,844,134 | I | See Footnote |
| Ordinary SharesF1,F2 | Jul 6, 2016 | C | 1,000 | $0.00 | A | 1,845,134 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF4,F2 | $12.00 | Oct 6, 2014 | P | 2,058,007 | A | Jul 6, 2016 | Jul 6, 2021 | Ordinary Shares | 1,029,003 | 2,058,007 | I |
| WarrantsF5,F2 | $12.00 | Oct 6, 2014 | P | 319,119 | A | Jul 6, 2016 | Jul 6, 2021 | Ordinary Shares | 159,560 | 319,119 | I |
| Right to Receive Ordinary SharesF3,F5,F2 | — | Oct 6, 2014 | P | 319,119 | A | — | — | Ordinary Shares | 31,911 | 319,119 | I |
| Right to Receive Ordinary SharesF1,F2 | — | Jul 6, 2016 | J | 10,000 | A | — | — | Ordinary Shares | 1,000 | 329,119 | I |
| WarrantsF1,F2 | $12.00 | Jul 6, 2016 | J | 10,000 | A | Jul 6, 2016 | Jul 6, 2021 | Ordinary Shares | 5,000 | 329,119 | I |
| Right to Receive Ordinary SharesF1,F2 | — | Jul 6, 2016 | C | 10,000 | D | — | — | Ordinary Shares | 1,000 | 319,119 | I |
Explanation of responses
- F1Pursuant to a third amended and restated promissory note dated June 14, 2016, the Issuer issued a convertible promissory note with a principal amount of $1,600,000 to DeTiger Holdings Ltd. ("DTH"). Upon consummation of the Issuer's initial business combination and at DTH's option, at any time prior to payment in full of the principal balance of this Note, DTH may elect to convert up to $500,000 of the outstanding principal into that number of Issuer units equal to: (i) the portion of the principal amount of the note being converted, divided by (ii) $10.00. Each unit had the same terms and conditions as the private units issued simultaneously with the Issuer's initial public offering ("IPO"). On July 6, 2016, in connection with the closing of the Issuer's initial business combination, DTH converted $100,000 of outstanding principal, which, upon the separation of the units and automatic conversion of the component rights, resulted in the issuance of 11,000 ordinary shares (including 1,000 ordinary shares issued upon conversion of 10,000 rights) and 10,000 warrants.
- F2Winnie Ng is the sole director and 100% owner of DTH. Ms. Ng may be deemed the beneficial owner of the securities held by DTH and has sole voting and dispositive control over such securities.
- F3Upon the closing of the Issuer's initial business combination on July 6, 2016, 319,119 units purchased by DTH in a private placement consummated simultaneously with the Issuer's IPO automatically separated into their component ordinary shares, warrants to purchase one-half of one ordinary share, and rights to receive one-tenth of an ordinary share. The resulting 319,119 rights are convertible into 31,911 ordinary shares, but have not been converted as of the date of this filing. In addition, the resulting warrants are exercisable into 159,560 ordinary shares, but have not been exercised as of the date of this filing.
- F4On October 6, 2014, the Reporting Persons acquired an aggregate of 2,058,007 warrants in a private placement consummated simultaneously with the consummation of the Issuer's IPO. Each warrant entitles the holder to purchase one-half of one ordinary share at a price of $12.00 per full share, at a price of $0.50 per warrant. The warrants became exercisable upon consummation of the Issuer's initial business combination, but have not been exercised as of the date of this filing.
- F5On October 6, 2014, the Reporting Persons acquired an aggregate of 319,119 units in a private placement consummated simultaneously with the consummation of the Issuer's IPO, at a price of $10.00 per unit. Each unit consists of one ordinary share, one right to receive one-tenth of one ordinary share upon consummation of the Issuer's initial business combination, and one warrant to purchase one-half of one ordinary share at an exercise price of $12.00 per full share.