Hollysys Automation Technologies (HOLI) SC 13D/AHollysys Automation Technologies / Advanced Technology ownership change

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Hollysys Automation Technologies Ltd. 

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G45667105 

(CUSIP Number)

With Copies To:

July 11, 2024

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

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 (“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).

CUSIP No. G45667105 

CUSIP No. G45667105 

CUSIP No. G45667105 

CUSIP No. G45667105 

CUSIP No. G45667105 

CUSIP No. G45667105 

EXPLANATORY NOTE

This Amendment No. 7 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on November 24, 2023, Amendment No. 2 filed with the SEC on December 13, 2023 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on January 2, 2024, Amendment No. 4 filed with the SEC on February 5, 2024, Amendment No. 5 filed with the SEC on February 9, 2024, Amendment No. 6 filed with the SEC on July 1, 2024 and this Schedule 13D Amendment, the “Schedule 13D”) is being filed by Mr. Liang Meng, Ascendent Capital Partners III GP Limited (“GPGP”), Ascendent Capital Partners III GP, L.P. (“GPLP”), Ascendent Capital Partners III, L.P. (“ACP III”), Skyline Automation Technologies L.P. (“Superior Fund”) and Advanced Technology (Cayman) Limited (“Advanced Technology” and, together with Mr. Meng, GPGP, GPLP, ACP III and Superior Fund, the “Reporting Persons”), with respect to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Hollysys Automation Technologies Ltd., a company organized under the laws of the British Virgin Islands (the “Issuer”).

The Reporting Persons are filing this Schedule 13D Amendment to disclose the entry into the Facility Agreement (as defined below) to fund, in-part, the consideration for the Merger (as defined in Amendment No. 2).

Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D.

On July 11, 2024, Superior Technologies Mergersub Limited, an affiliate of the Reporting Persons and Merger Sub (as defined in Amendment No. 2), as borrower, Superior Technologies Holding Limited, an affiliate of the Reporting Persons, as original guarantor, and Industrial Bank Co., Ltd. (a joint stock company incorporated in the People’s Republic of China with limited liability) Hong Kong Branch, as mandated lead arranger and bookrunner, lender, agent and security agent (the “Lender”), entered into a Facility Agreement (the “Facility Agreement”). Pursuant to the Facility Agreement, the Lender will lend $1.055 billion to Merger Sub and Merger Sub will have the option to borrow an additional $100 million from the Lender, subject to certain conditions (the “Facility”). The proceeds from the Facility will be used to fund, in-part, the consideration for the Merger.

The foregoing description of the Facility Agreement is a summary only and is qualified in its entirety by reference to the Facility Agreement attached hereto as Exhibit 99.15, which is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

The information set forth in Item 3 of this Schedule 13D Amendment is incorporated by reference in its entirety into Item 4 of the Schedule 13D.

Ascendent Capital Partners, an affiliate of the Reporting Persons, is working to complete the Merger expeditiously and requests that the Issuer satisfy the closing conditions to the Merger as soon as possible.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

SIGNATURES

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: July 12, 2024