0001144204-16-077910.txt : 20160129 0001144204-16-077910.hdr.sgml : 20160129 20160129164049 ACCESSION NUMBER: 0001144204-16-077910 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160129 DATE AS OF CHANGE: 20160129 GROUP MEMBERS: BLUESKY FAMILY TRUST GROUP MEMBERS: BLUESKY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wins Finance Holdings Inc. CENTRAL INDEX KEY: 0001640251 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89217 FILM NUMBER: 161373908 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-480-9882 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hao Jianming CENTRAL INDEX KEY: 0001492284 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: UNIT 106, TERN CENTRE, TOWER II, STREET 2: 251 QUEEN'S ROAD, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13D 1 v430106_sc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

 

Wins Finance Holdings Inc.

(Name of Issuer)

 

Ordinary Shares, par value $.0001 per share

(Title of Class of Securities)

 

G97223104

(CUSIP Number)

 

Jianming Hao
c/o Wins Finance Holdings Inc.
1F, Building 7
No. 58 Jianguo Road, Chaoyang
Beijing, China 100024
+86-10-8225-5118

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

 

December 16, 2015

(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(b)(3) or (4), check the following box ¨.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

 

  

_______________________

*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 disclosures provided in a prior cover page.

 

The information required on 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 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).

 

 

CUSIP No. G97223104  13D Page 2 of 9

 

1

NAME OF REPORTING PERSON

Jianming Hao

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 
(a) ¨
(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS*

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 
¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


People’s Republic of China

NUMBER OF

 
SHARES

 


BENEFICIALLY

 


OWNED BY

 


EACH

 


REPORTING

 


PERSON WITH

7

SOLE VOTING POWER


2,543,150 (1)

8

SHARED VOTING POWER


0

9

SOLE DISPOSITIVE POWER


2,543,150 (1)

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,543,150 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 
¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


11.4%

14

TYPE OF REPORTING PERSON*


IN

           

(1) Consists of (a) 708,333 shares issuable upon conversion of convertible notes owned by Bluesky LLC, of which Mr. Hao is the manager, (b) 900,000 shares owned by Mild Euphoria Limited, an entity owned by Bluesky LLC, and (c) 934 817 shares owned by Best Apex Limited, an entity owned by Bluesky LLC. Bluesky LLC is owned by the Bluesky Family Trust, of which Mr. Hao is a beneficiary.

 

 

CUSIP No. G97223104  13D Page 3 of 9

 


1

NAME OF REPORTING PERSON

Bluesky Family Trust

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 
(a) ¨
(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 
¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


New Hampshire

NUMBER OF

 


SHARES

 


BENEFICIALLY

 


OWNED BY

  


EACH

 


REPORTING

 


PERSON WITH

 

7

SOLE VOTING POWER


2,543,150 (1)

8

SHARED VOTING POWER


0

9

SOLE DISPOSITIVE POWER


2,543,150 (1)

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,543,150 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 
¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


11.4%

14

TYPE OF REPORTING PERSON*


OO

           

(1) Consists of (a) 708,333 shares issuable upon conversion of convertible notes owned by Bluesky LLC, (b) 900,000 shares owned by Mild Euphoria Limited, an entity owned by Bluesky LLC, and (c) 934 817 shares owned by Best Apex Limited, an entity owned and controlled by Bluesky LLC. Bluesky LLC is owned by the Bluesky Family Trust, of which Mr. Hao is a beneficiary.

 

 

CUSIP No. G97223104  13D Page 4 of 9

 


1

NAME OF REPORTING PERSON

Bluesky LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 
(a) ¨
(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 
¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware

NUMBER OF

 
SHARES

 


BENEFICIALLY

 


OWNED BY

 


EACH

 


REPORTING

 


PERSON WITH

7

SOLE VOTING POWER


2,543,150 (1)

8

SHARED VOTING POWER


0

9

SOLE DISPOSITIVE POWER


2,543,150 (1)

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,543,150 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 
¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


11.4%

14

TYPE OF REPORTING PERSON*


OO

           

(1) Consists of (a) 708,333 shares issuable upon conversion of convertible notes owned by Bluesky LLC, (b) 900,000 shares owned by Mild Euphoria Limited, an entity owned by Bluesky LLC, and (c) 934 817 shares owned by Best Apex Limited, an entity owned and controlled by Bluesky LLC.

 

 

CUSIP No. G97223104  13D Page 5 of 9

 

Item 1. Security and Issuer.

 

This statement relates to the ordinary shares, par value $.0001 per share (“Ordinary Shares”), of Wins Finance Holdings Inc., a Cayman Islands company (the “Company”). The address of the Company's principal executive office is No. 58 Jianguo Road, Chaoyang District No. 58 Jianguo Road, Chaoyang District, Beijing 100024, People’s Republic of China.

 

Item 2. Identity and Background.

 

(a) This Schedule 13D is filed by Mr. Jianming Hao and Bluesky LLC.

 

(b) Mr. Hao’s business address is c/o Wins Finance Holdings Inc., 1F, Building 7, No. 58 Jianguo Road, Chaoyang Beijing, China 100024. Bluesky Family Trust’s business address is 10580,89 North State Street, Concord, NH 03301. Bluesky LLC’s business address is 7 Times

Square, 37th Floor, New York, NY 10036, USA.

 

(c) Mr. Hao is the Chairman and Co-Chief Executive Officer of the Company. Bluesky Family Trust is an irrevocable family trust for the benefit of Mr. Hao and his family. Bluesky LLC is in the business of investments.

 

(d) During the past five years none of Mr. Hao, Bluesky Family Trust and Bluesky LLC has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

(e) During the past five years none of Mr. Hao, Bluesky Family Trust and Bluesky LLC 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 or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Mr. Hao is a citizen of the People’s Republic of China. Bluesky Family Trust is a family trust formed in the state of New Hampshire. Bluesky LLC is a Delaware limited liability company.

 

Item 3. Source and Amount of Funds and Other Consideration.

 

On December 16, 2015, Mr. Hao, in consideration of services rendered and to be rendered to the Company, was awarded an option to purchase 900,000 Ordinary Shares at an exercise price of $12.00 per share, of which 1/3 will vest on the one-year anniversary of the date of issuance, 1/3 will vest on the two-year anniversary of the date of issuance, and 1/3 will vest on the three-year anniversary of the date of issuance.

 

On December 23, 2015, Mr. Hao transferred all of the outstanding securities of Best Apex Limited to Bluesky LLC for no consideration. After the transactions that took place on December 23, 2015, Bluesky LLC owns Best Apex Limited. Mr. Hao is the Manager of Bluesky LLC and Bluesky LLC is owned by Bluesky Family Trust, of which Mr. Hao is a beneficiary. The trustee of the Bluesky Family Trust is Concord Trust Company, a state-charted trust company with a principal place of business in Concord, New Hampshire. The trustee's address is 89 North State Street, Concord, NH 03301.

 

 

CUSIP No. G97223104  13D Page 6 of 9

  

On December 28, 2015, Bluesky LLC purchased an $8,500,000 promissory note from the Company. The note bears interest at 4% per year and matures on December 28, 2016. The note is convertible into the Company’s ordinary shares at a price of $12.00 per share. In connection with the issuance of the note, the Company agreed to use commercially reasonable efforts (i) to file, within 30 days after receiving a completed and executed selling stockholder questionnaire from Bluesky LLC, a resale registration statement covering the ordinary shares issuable upon conversion of the note, and (ii) to cause such registration statement to be declared effective by the Securities and Exchange Commission (a) within 120 days after the receipt of the completed and executed questionnaire if there is not a full review of the registration statement, or (b) within 150 days after the receipt of the completed and executed questionnaire if there is a full review of the registration statement. The source of the funds is investment income.

 

On December 30, 2015, Mild Euphoria Limited, an entity then owned and controlled by Mr. Hao, indirectly purchased 900,000 Ordinary Shares from a shareholder of the Company in a privately negotiated transaction at a price of $11.93 per share. In consideration of the Company allowing Mild Euphoria Limited to purchase these shares from the seller, Mild Euphoria Limited entered into a lock-up agreement with the Company pursuant to which Mild Euphoria Limited agreed, subject to certain limited exceptions, not to transfer any of the Ordinary Shares purchased until October 19, 2016. The source of the funds is investment income.

 

On December 31, 2015, Mr. Hao indirectly transferred all of the outstanding securities of Mild Euphoria Limited to Bluesky LLC for no consideration. After the transactions that took place on December 31, 2015, Bluesky LLC owns Mild Euphoria Limited.

 

Item 4. Purpose of Transaction.

 

The transactions reported in this Schedule 13D were engaged in for investment purposes. The reporting persons may acquire or dispose of additional securities or sell securities of the Company from time to time in the market or in private transactions. Except as discussed above, and other than pursuant to Mr. Hao’s activities as the Chairman and Co-Chief Executive Officer of the Company, the reporting persons do not have any current plans or proposals which relate to or would result in:

 

(a) the acquisition by any person of additional securities of the Company;

 

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation , involving the Company or any of its subsidiaries;

 

(c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;

 

(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) any material change in the present capitalization or dividend policy of the Company;

 

(f) any other material change in the Company’s business or corporate structure;

 

(g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person;

 

(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

 

(j) any similar action to those enumerated above.

 

 

CUSIP No. G97223104  13D Page 7 of 9

  

Item 5. Interest in Securities of the Company.

 

(a) Mr. Hao is the beneficial owner of 2,543,150 Ordinary Shares, or approximately 11.4% of the Company’s outstanding Ordinary Shares. Such amount consists of (a) 708,333 shares issuable upon conversion of convertible notes owned by Bluesky LLC, (b) 900,000 shares owned by Mild Euphoria Limited, an entity owned by Bluesky LLC, and (c) 934 817 shares owned by Best Apex Limited, an entity owned and controlled by Bluesky LLC. Bluesky LLC is owned by the Bluesky Family Trust, of which Mr. Hao is a beneficiary. This amount does not include the 900,000 shares of common stock underlying the an option granted to Mr. Hao which is not exercisable within 60 days of the date hereof.

 

Bluesky Family Trust is the beneficial owner of 2,543,150 Ordinary Shares, or approximately 11.4% of the Company’s outstanding Ordinary Shares. Such amount consists of (a) 708,333 shares issuable upon conversion of convertible notes owned by Bluesky LLC, (b) 900,000 shares owned by Mild Euphoria Limited, an entity owned by Bluesky LLC, and (c) 934 817 shares owned by Best Apex Limited, an entity owned by Bluesky LLC.

 

Bluesky LLC is the beneficial owner of 2,543,150 Ordinary Shares, or approximately 11.4% of the Company’s outstanding Ordinary Shares. Such amount consists of (a) 708,333 shares issuable upon conversion of convertible notes owned by Bluesky LLC, (b) 900,000 shares owned by Mild Euphoria Limited, an entity owned by Bluesky LLC, and (c) 934 817 shares owned by Best Apex Limited, an entity owned by Bluesky LLC.

 

(b) Mr. Hao has sole voting and dispositive power over the Ordinary Shares beneficially owned by him. Bluesky Family Trust has sole voting and dispositive power over the Ordinary Shares beneficially owned by it. Bluesky LLC has sole voting and dispositive power over the Ordinary Shares beneficially owned by it.

 

(c) Other than the transactions reported in Item 3 of this Schedule 13D, the reporting persons have not effected any transactions in the Ordinary Shares in the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

CUSIP No. G97223104  13D Page 8 of 9

  

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The disclosure contained in Item 3 is incorporated into this item by reference.

 

The 934,817 Ordinary Shares owned by Best Apex Limited have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the Ordinary Shares, the earlier of October 26, 2016 and the date on which the closing price of the Ordinary Shares of common stock equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period and (2) with respect to the remaining 50% of the Ordinary Shares, October 26, 2016, or earlier, in either case, if the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property. During the escrow period, Best Apex Limited may not sell or transfer such Ordinary Shares except in certain limited circumstances.

 

Item 7. Materials to be Filed as Exhibits.

 

1. Escrow Agreement (incorporated by reference to Exhibit 10.3 of the registration statement on Form S-1 filed by Sino Mercury Acquisition Corp. on July 18, 2014).

 

2. Promissory Note dated December 28, 2015 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Sino Mercury Acquisition Corp. on January 4, 2015).

 

3. Subscription Agreement dated December 28, 2015, between the Company and Bluesky LLC (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Sino Mercury Acquisition Corp. on January 4, 2015).

 

4. Lock up Agreement dated December 30, 2015 between the Company and Mild Euphoria Limited.

5. Joint Filing Agreement, dated as of January 27, 2016 among the reporting persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended

 

 

 

CUSIP No. G97223104  13D Page 9 of 9

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 27, 2016    
  /s/ Jianming Hao
  Jianming Hao
     
     
  BLUESKY FAMILY TRUST
   
  By: /s/ Christopher Martin
  Name:   Christopher Martin
  Title:   Trustee
     
     
  BLUESKY LLC
   
  By:   /s/ Jianming Hao
  Name: Jianming Hao
  Title:    Authorized signatory

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-k(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Wins Finance Holdings Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 27th day of January, 2016.

 

  /s/ Jianming Hao
  Jianming Hao
     
     
  BLUESKY FAMILY TRUST
   
  By: /s/ Christopher Martin
  Name:   Christopher Martin
  Title:   Trustee
     
     
  BLUESKY LLC
   
  By:   /s/ Jianming Hao
  Name: Jianming Hao
  Title:    Authorized signatory