UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13G/A

 (Amendment No. 1)

Under the Securities Exchange Act of 1934

AQUANTIA CORP.

(Name of Issuer)

COMMON STOCK, $0.00001 PAR VALUE

(Title of Class of Securities)

03842Q108

(CUSIP Number)

december 31, 2018

(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) This Schedule 13G is filed by Aquan LLC (“Aquan”), Nauqa LLC (“Nauqa”), Walden CEL Global Fund I, L.P. (“Walden”), Luster Palace Limited (“Luster”), Hing Wong (“Wong”) and Yizhe Wang (“Wang”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 2,363,967 shares of the Issuer’s common stock held by Aquan. Walden and Luster are the members of Aquan and Wong and Wang are the managers of Aquan. Aquan, Walden, Luster, Wong and Wang share power to direct the voting and disposition of the shares. Each of Walden, Luster, Wong and Wang disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(3) This percentage is calculated based upon 34,854,563 outstanding shares of the Issuer’s common stock, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission on November 7, 2018.

(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 2,363,967 shares of the Issuer’s common stock held by Aquan. Walden and Luster are the members of Aquan and Wong and Wang are the managers of Aquan. Aquan, Walden, Luster, Wong and Wang share power to direct the voting and disposition of the shares. Each of Walden, Luster, Wong and Wang disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(3) This percentage is calculated based upon 34,854,563 outstanding shares of the Issuer’s common stock, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission on November 7, 2018.

(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 2,363,967 shares of the Issuer’s common stock held by Aquan. Walden and Luster are the members of Aquan and Wong and Wang are the managers of Aquan. Aquan, Walden, Luster, Wong and Wang share power to direct the voting and disposition of the shares. Each of Walden, Luster, Wong and Wang disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(3) This percentage is calculated based upon 34,854,563 outstanding shares of the Issuer’s common stock, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission on November 7, 2018.

(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 2,363,967 shares of the Issuer’s common stock held by Aquan. Walden and Luster are the members of Aquan and Wong and Wang are the managers of Aquan. Aquan, Walden, Luster, Wong and Wang share power to direct the voting and disposition of the shares. Each of Walden, Luster, Wong and Wang disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(3) This percentage is calculated based upon 34,854,563 outstanding shares of the Issuer’s common stock, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission on November 7, 2018.

(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 2,363,967 shares of the Issuer’s common stock held by Aquan. Walden and Luster are the members of Aquan and Wong and Wang are the managers of Aquan. Aquan, Walden, Luster, Wong and Wang share power to direct the voting and disposition of the shares. Each of Walden, Luster, Wong and Wang disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.

(3) This percentage is calculated based upon 34,854,563 outstanding shares of the Issuer’s common stock, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission on November 7, 2018.

Aquantia Corp.

105 E. Tasman Drive

San Jose, CA 95134

Aquan LLC

Nauqa LLC

Walden CEL Global Fund I, L.P.

Luster Palace Limited

Hing Wong

Yizhe Wang

333 Bush Street

Suite 2800

San Francisco, CA 94104

Entities:

Aquan LLC –Cayman Islands

Nauqa LLC – Cayman Islands

Walden CEL Global Fund I, L.P. – Cayman Islands

Luster Palace Limited – British Virgin Islands

Individual:

Hing Wong – United States of America

Yizhe Wang – People’s Republic of China

Common Stock, $0.00001 par value

03842Q108

Item 3

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person

(b)

Percent of class: See Row 11 of cover page for each Reporting Person

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

If this 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. ☐

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Dated: February 14, 2019