Filing Details

 

 

 

 

* Includes 21,380 shares of Common Stock held in Mr. Kam’s personal IRA.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (this “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)            The names of the persons filing this statement on Schedule 13D are (collectively, the “Reporting Persons”):

-            The Sonic Fund II, L.P. (the “Fund”).

-            Sonic GP LLC (the “General Partner”).

-            Lawrence Kam.

The Fund holds its shares of Common Stock directly. The General Partner is the General Partner of the Fund, and by virtue of that relationship, the General Partner may be deemed to beneficially own the shares of Common Stock owned directly by the Fund. Mr. Kam is the managing member of the General Partner, and by virtue of this relationship, Mr. Kam may be deemed to beneficially own the shares of Common Stock beneficially owned by the General Partner. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)            The address of the principal offices of each of Sonic and Mr. Kam is 400 Hobron Lane, Suite 3709, Honolulu, HI 96815.

(c)            The principal business of the Fund is that of a private fund engaged in investment in securities for its own account. The principal business of the General Partner is to serve as the general partner of the Fund. The principal business of Mr. Kam is serving as the managing member of the General Partner.

(d)            During the last five (5) years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)            During the last five (5) years, no Reporting Person has, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such entity 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. Kam is a citizen of the United States. The Fund is a limited partnership formed under the laws of the State of Delaware. The General Partner is a limited liability company formed under the laws of the State of Delaware.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of entering into a Joint Filing Agreement as described below and filed as an exhibit to this statement. If the Reporting Persons are deemed to have formed a group, the Reporting Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate 4,631,432 shares or 4.6% of the Common Stock of the Company; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.

The aggregate purchase price of the 4,552,068 shares of Common Stock directly beneficially owned by the Fund is approximately $28,570,672 which was funded with partnership funds of the Fund. The Fund effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.

The aggregate purchase price of the 79,364¹ shares of Common Stock directly beneficially owned by Mr. Kam is approximately $522,088, which was funded by Mr. Kam’s personal funds.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)          The aggregate percentages of Common Stock reported owned by the Reporting Persons is based upon approximately 99,729,025 shares outstanding, which is the total number of common shares outstanding on November 4, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

As of the date of this filing, the Fund may be deemed to beneficially own 4,552,068 shares of Common Stock, or approximately 4.6% of the outstanding Common Stock of the Issuer. By virtue of its relationships with the Fund discussed in further detail in Item 2, the General Partner may be deemed to beneficially own the shares of Common Stock owned directly by the Fund. By virtue of his relationships with the General Partner discussed in further detail in Item 2, Mr. Kam may be deemed to beneficially own the shares of Common Stock beneficially owned by the Fund, as well as the shares of Common Stock held directly by Mr. Kam, which, in the aggregate, constitute 4.6% of the outstanding Common Stock of the Issuer.

(b)          The General Partner is the general partner of the Fund and Mr. Kam is the managing member of the General Partner.  Accordingly, the General Partner and Mr. Kam may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock held by the Fund.  Mr. Kam has sole voting and dispositive power over 57,984 shares of Common Stock that he holds directly.  Mr. Kam may be deemed to have shared voting and dispositive power over 21,380 shares of Common Stock that is held in his personal IRA.

(c)            Except as disclosed on Schedule 1 attached hereto, no transactions in the Common Stock were effected during the past 60 days by the Reporting Persons.

(d)           To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e)           On December 27, 2022, the Reporting Persons ceased to beneficially own more than five percent of the shares of Common Stock.

Item 6 of the Schedule 13D is hereby amended by adding the following:

On the date hereof, the Joint Filing Agreement, as further described in this Item 6, is hereby terminated by the Reporting Persons.

¹ Including 21,380 share of Common Stock held in Mr. Kam’s IRA.

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:  December 30, 2022

² Not including any brokerage fees.