Metalpha Technology Holding Ltd — Major Shareholding Notification 2019

Jun 21, 2019

SC 13D/A 1 sc13d0619a1cyn_dragon.htm AMENDMENT NO. 1 TO SCHEDULE 13D

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Securities and Exchange Commission, Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

DRAGON VICTORY INTERNATIONAL LIMITED

(Name of Issuer) Ordinary Share, $0.0001 par value

(Title of Class of Securities) G28365 107 (CUSIP Number)

Jianjun Sun Hanshi Tower 22nd Floor, No. 1786 Binsheng Road, Binjiang District, Hangzhou, Zhejiang Province, PRC

Telephone: +86-571-82213772

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 7, 2018

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

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CUSIP Number: G28365 107

| (1) | Name
of Reporting Persons: CYN Cherish Capital Limited |
| --- | --- |
| | S.S.
or I.R.S. Identification Nos. of above persons: N/A |
| (2) | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) ☐ |
| | (b) ☒ |
| (3) | SEC
Use Only |
| (4) | Source
of Funds (See Instructions) OO |
| (5) | Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐ |
| (6) | Citizenship
or Place of Organization: British Virgin Islands |

| Number
of Shares Beneficially Owned By Each Reporting Person With | Sole
Voting Power: 1,874,164 |
| --- | --- |
| (8) | Shared
Voting Power: 0 |
| (9) | Sole
Dispositive Power: 1,874,164 |
| (10) | Shared
Dispositive Power: 0 |

| (11) | Aggregate
Amount Beneficially Owned by Each Reporting Person: |
| --- | --- |
| | 1,874,164 |
| (12) | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐ |
| (13) | Percent
of Class Represented by Amount in Row (11): |
| | 16.14%
(1) |
| (14) | Type
of Reporting Person (See Instructions): CO |

(1) Percentage calculated based on 11,421,394 ordinary shares outstanding of the Issuer as of March 29, 2019.

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CUSIP Number: G28365 107

| (1) | Name
of Reporting Persons: Jianjun Sun |
| --- | --- |
| | S.S.
or I.R.S. Identification Nos. of above persons: N/A |
| (2) | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) ☐ |
| | (b) ☒ |
| (3) | SEC
Use Only |
| (4) | Source
of Funds (See Instructions) OO |
| (5) | Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐ |
| (6) | Citizenship
or Place of Organization: P.R. China |

| Number
of Shares Beneficially Owned By Each Reporting Person With | Sole
Voting Power: 1,874,164 |
| --- | --- |
| (8) | Shared
Voting Power: 0 |
| (9) | Sole
Dispositive Power: 1,874,164 |
| (10) | Shared
Dispositive Power: 0 |

| (11) | Aggregate
Amount Beneficially Owned by Each Reporting Person: |
| --- | --- |
| | 1,874,164 |
| (12) | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐ |
| (13) | Percent
of Class Represented by Amount in Row (11): |
| | 16.41%
(1) |
| (14) | Type
of Reporting Person (See Instructions): IN |

(1) Percentage calculated based on 11,421,394 ordinary shares outstanding of the Issuer as of March 29, 2019.

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CUSIP Number: G28365 107

ITEM 1. Security and Issuer.

This Amendment No. 1 (the “ First Amendment ”) amends the initial Schedule 13D (the “ Schedule 13D ”) filed on September 24, 2018 with the Securities and Exchange Commission (the “ SEC ”), by the Reporting Persons (as defined in Item 2 of First Amendment), with respect to the ordinary shares, $0.0001 par value (the “ Ordinary Shares ”) of (the “ Issuer ” or “ Dragon Victory ”). The principal executive offices of the Issuer are located at Hanshi Tower 22nd Floor, No. 1786 Binsheng Road, Binjiang District, Hangzhou, Zhejiang Province, P.R. China. Except as disclosed in and expressly amended by this First Amendment, all information set forth in the Schedule 13D is hereby unaffected. All capitalized terms used in this First Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

ITEM 2. Identity and Background.

Item 2 is hereby amended and restated as follows:

(a) CYN Cherish Capital Limited (“ Cherish Capital ”), is controlled by Mr. Jianjun Sun. Cherish Capital and Mr. Jianjun Sun are referred to collectively as the “ Reporting Persons. ” Cherish Capital is the holder of record of approximately 16.41% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of March 29, 2019, as reported in the Form 6-K for the six months ended September 30, 2018 of the Issuer. Mr. Sun beneficially hold approximately 16.41% of the Issuer’s outstanding Ordinary Shares through his 100% ownership of Cherish Capital.

(b) The address of the principal business and principal office of Cherish Capital is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. The residential address of Mr. Sun is Room 501, unit 2, Building 4, Fu Xing Cheng Shi Jia Yuan, Shangcheng District, Hangzhou.

(c) The principal business of Cherish Capital is to act as an investment holding company. Mr. Sun is the sole director of Cherish Capital and holds 100% ownership of Cherish Capital, and is also the CEO and Chairman of the Issuer.

(d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.

(f) Cherish Capital is a British Virgin Islands company. Mr. Jianjun Sun is a citizen of P.R. China.

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CUSIP Number: G28365 107

ITEM 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Persons is based upon a total of 11,421,394 Ordinary Shares outstanding as of March 29, 2019, as reported in the Form 6-K for the six months ended September 30, 2018 of the Issuer. The Reporting Persons beneficially own 1,874,164 Ordinary Shares, representing approximately 16.41% issued and outstanding Ordinary Shares of the Issuer.

(b) Cherish Capital is the direct beneficial owner of 16.41 Ordinary Shares. Mr. Jianjun Sun, by virtue of being the sole shareholder of Cherish Capital, may be deemed to possess indirect beneficial ownership of Ordinary Shares. As such, Mr. Jianjun Sun has indirect, sole voting power and indirect, sole dispositive power with respect to the 1,874,1647 Ordinary Shares.

(c) Other than as described herein, the Reporting Persons have not effected any transactions in Ordinary Shares during the 60 days preceding the date of this report.

(d) Not applicable.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to 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.

Share Purchase Agreement:

On June 7, 2019, Cherish Capital entered into a share purchase agreement with Hong Limited (together, the “ Share Purchase Agreement ”), pursuant to which Cherish Capital sold 438,000 shares of Ordinary Shares to Hong Limited at an aggregate purchase price of US$657,000 in cash payment. The aforementioned sale of Ordinary Shares had a purchase price of US$1.50 per share.

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CUSIP Number: G28365 107

ITEM 7. Material to Be Filed as Exhibits.

| Exhibit
99.1 | Joint Filing Agreement date June 21, 2019 |
| --- | --- |
| Exhibit
99.2 | Share Purchase Agreement dated June 7, 2019 by and between CYN Cherish Capital Limited and Hong Limited |

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CUSIP Number: G28365 107

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.

Date: June 21, 2019

CYN Cherish Capital Limited*

| By: | /s/
Jianjun Sun |
| --- | --- |
| Name: | Jianjun
Sun |
| Title: | Sole
Director |

| /s/
Jianjun Sun |
| --- |
| Jianjun
Sun * |

• The Reporting Persons disclaim beneficial ownership of the Ordinary Share except to the extent of their pecuniary interest therein.

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