ETHZilla Corp — Major Shareholding Notification 2020

Dec 29, 2020

SC 13G 1 ea132207-13gbridgman_180life.htm SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

180 LIFE SCIENCES CORP.

(Name of Issuer)

COMMON STOCK, PAR VALUE $ 0.0001 PER SHARE

(Title of Class of Securities)

68236V104

(CUSIP Number)

November 6, 2020

(Date of Event Which Requires Filing this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• 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).

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CUSIP No. 68236V104 13G Page 2 of 11

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| 1 | Name
of Reporting Persons Craig
Bridgman |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (see
instructions) (a) ☐ (b) ☒ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization Canadian
citizen |

| Number of Shares Beneficially Owned by Each Reporting Person with: | Sole
Voting Power 22,650 |
| --- | --- |
| 6 | Shared
Voting Power 1,731,423 |
| 7 | Sole
Dispositive Power 22,650 |
| 8 | Shared
Dispositive Power 1,731,423 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,753,543 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11 | Percent
of Class Represented by Amount in Row 9 7.4% |
| 12 | Type
of Reporting Person (see instructions) IN |

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CUSIP No. 68236V104 13G Page 3 of 11

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| 1 | Name
of Reporting Persons Capri
Mercantile Ltd. |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (see
instructions) (a) ☐ (b)
☒ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization Barbados |

| Number of Shares Beneficially Owned by Each Reporting Person with: | Sole
Voting Power -0- |
| --- | --- |
| 6 | Shared
Voting Power 522,335 |
| 7 | Sole
Dispositive Power -0- |
| 8 | Shared
Dispositive Power 522,335 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 522,335 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11 | Percent
of Class Represented by Amount in Row 9 2.2% |
| 12 | Type
of Reporting Person (see instructions) CO |

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CUSIP No. 68236V104 13G Page 4 of 11

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| 1 | Name
of Reporting Persons Hoja
Inc. |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (see
instructions) (a) ☐ (b) ☒ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization The
Bahamas |

| Number of Shares Beneficially Owned by Each Reporting Person with: | Sole
Voting Power -0- |
| --- | --- |
| 6 | Shared
Voting Power 673,513 |
| 7 | Sole
Dispositive Power -0- |
| 8 | Shared
Dispositive Power 673,513 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 673,513 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11 | Percent
of Class Represented by Amount in Row 9 2.8% |
| 12 | Type
of Reporting Person (see instructions) CO |

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CUSIP No. 68236V104 13G Page 5 of 11

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| 1 | Name
of Reporting Persons Cambridge
Capital Ltd. |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (see
instructions) (a) ☐ (b) ☒ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization Barbados |

| Number of Shares Beneficially Owned by Each Reporting Person with: | Sole
Voting Power -0- |
| --- | --- |
| 6 | Shared
Voting Power 423,618 |
| 7 | Sole
Dispositive Power -0- |
| 8 | Shared
Dispositive Power 423,618 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 423,618 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11 | Percent
of Class Represented by Amount in Row 9 1.8% |
| 12 | Type
of Reporting Person (see instructions) CO |

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CUSIP No. 68236V104 13G Page 6 of 11

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| 1 | Name
of Reporting Persons Biovation
Sicences Ltd. |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (see
instructions) (a) ☐ (b) ☒ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization Barbados_ |

| Number of Shares Beneficially Owned by Each Reporting Person with: | Sole
Voting Power -0- |
| --- | --- |
| 6 | Shared
Voting Power 61,469 |
| 7 | Sole
Dispositive Power -0- |
| 8 | Shared
Dispositive Power 61,469 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 61,469 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11 | Percent
of Class Represented by Amount in Row 9 *% |
| 12 | Type
of Reporting Person (see instructions) CORPORATION |

• Less than 1%.

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CUSIP No. 68236V104 13G Page 7 of 11

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| 1 | Name
of Reporting Persons Anamasam
Inc. |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (see
instructions) (a) ☐ (b) ☒ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization Isle
of Man |

| Number of Shares Beneficially Owned by Each Reporting Person with: | Sole
Voting Power -0- |
| --- | --- |
| 6 | Shared
Voting Power 50,488 |
| 7 | Sole
Dispositive Power -0- |
| 8 | Shared
Dispositive Power 50,488 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 50,488 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ |
| 11 | Percent
of Class Represented by Amount in Row 9 *% |
| 12 | Type
of Reporting Person (see instructions) CO |

• Less than 1%.

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CUSIP No. 68236V104 13G Page 8 of 11

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SCHEDULE 13G

This Schedule 13G (this “ Schedule 13G ”) is being filed on behalf of Capri Mercantile Ltd., Hoja Inc., Cambridge Capital Ltd., Amamasam Inc., Biovation Sciences Ltd. and Mr. Craig Bridgman, each a “ Reporting Person ” and collectively, the “ Reporting Persons ”, in connection with the common stock, $0.0001 par value per share (“ Common Stock ”) of 180 Life Sciences Corp., a Delaware corporation (the “ Issuer ”).

Item 1(a)
180 Life Sciences Corp.

| Item 1(b) |
| --- |
| 830
Menlo Avenue, Suite 100 Menlo
Park, CA 94025 |

Item 2(a)	Name of Person Filing.
	Capri Mercantile Ltd., Hoja Inc., Cambridge
Capital Ltd., Amamasam Inc., Biovation Sciences Ltd. and Mr. Craig Bridgman
Item 2(b)	Address of Principal Business Office, or,
if none, Residence.
	Capri
Mercantile Ltd. – The Grove, 21 Pine Road, St. Michael, Barbados, BB11113 Hoja
Inc. – 303 Shirley Street, Nassau, The Bahamas Cambridge
Capital Ltd. – The Grove, 21 Pine Road, St. Michael, Barbados, BB11113 Amamasam
Inc. – Clinch's House, Lord Street, Douglas, Isle of Man, IM99 1RZ Biovation
– The Grove, 21 Pine Road, St. Michael, Barbados, BB11113 Mr.
Craig Bridgman – Dubai, UAE, 211281

Item 2(c) Citizenship or Place of Organization.

Capri Mercantile Ltd. – Formed in Barbados Hoja Inc. – Formed in The Bahamas Cambridge Capital Ltd. – Formed in Barbados Biovation Sciences Ltd. –Formed in Barbados Amamasam Inc. – Formed in the Isle of Man Mr. Craig Bridgman – Canadian citizen

Item 2(d)
Common stock, $0.0001 par value per share (the
“ Common Stock ”).

Item 2(e)
68236V104

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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);

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CUSIP No. 68236V104 13G Page 9 of 11

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(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 associations 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 of 1940 (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.

(a) Amount beneficially owned: Capri Mercantile Ltd. – 522,335 shares of Common Stock. Hoja Inc. – 673,513 shares of Common Stock. Cambridge Capital Ltd. – 423,618 shares of Common Stock. Biovation Sciences Ltd. – 61,469 Amamasam Inc. – 50,488 shares of Common Stock. Mr. Craig Bridgman – 1,753,543 shares of Common Stock. Mr. Bridgman may be deemed to beneficially own the shares of Common Stock held by Capri Mercantile Ltd. Mr. Bridgman is a director and shareholder of Capri Mercantile Ltd. Mr. Bridgman may be deemed to beneficially own the shares of Common Stock held by Hoja Inc. Mr. Bridgman is a director and shareholder of Hoja Inc. Mr. Bridgman may be deemed to beneficially own the shares of Common Stock held by Cambridge Capital Ltd. Mr. Bridgman is a director and shareholder of Cambridge Capital Ltd. Mr. Bridgman may be deemed to beneficially own the shares of Common Stock held by Biovation Sciences Ltd. Mr. Bridgman is a director and shareholder of Biovation Sciences Ltd. Mr. Bridgman may be deemed to beneficially own the shares of Common Stock held by Amamasam Inc. Mr. Bridgman is a director and shareholder of Anamasam Inc. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Common Stock owned by another Reporting Person.

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CUSIP No. 68236V104 13G Page 10 of 11

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(b) Percent of class: Capri Mercantile Ltd. – 2.2% Hoja Inc. – 2.8% Cambridge Capital Ltd. – 1.8% Biovation Sciences Ltd. - % Amamasam Inc. – % Mr. Craig Bridgman – 7.4% *Less than 1%. Each percentage above is determined by dividing the number of shares which such Reporting Person beneficially owns as set forth in Item 4(a) above, by 23,756,063 shares of outstanding Common Stock of the Issuer as confirmed by the Issuer’s transfer agent on December 22, 2020.

(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Cover Pages Items 5-9. (ii) shared power to vote or to direct the vote: See Cover Pages Items 5-9. (iii) sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9. (iv) shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.

Item 5
Inapplicable.

| Item 6 |
| --- |
| Mr. Bridgman shares voting and dispositive power
over the Common Stock beneficially owned by Capri Mercantile Ltd., Hoja Inc., Cambridge Capital Ltd., Amamasam Inc. and Biovation
Sciences Ltd. |

Item 7
Inapplicable.

Item 8
Inapplicable.

Item 9
Inapplicable.

| Item 10 |
| --- |
| 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. |

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CUSIP No. 68236V104 13G Page 11 of 11

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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.

Capri Mercantile Ltd.
By:	/s/ Craig Bridgman
Its:	Director
Printed
Name: Craig Bridgman
Hoja Inc.
By:	/s/ Craig
Bridgman
Its:	Director
Printed
Name: Craig Bridgman
Cambridge Capital Ltd.
By:	/s/ Craig
Bridgman
Its:	Director
Printed
Name: Craig Bridgman
Amamasam Inc.
By:	/s/ Craig
Bridgman
Its:	Director
Printed
Name: Craig Bridgman
Biovation Sciences Ltd.
By:	/s/ Craig
Bridgman
Its:	Director
Printed
Name: Craig Bridgman

/s/ Craig Bridgman
Craig Bridgman

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