UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. n/a)
| Elevai Labs Inc. |
| (Name of Issuer) |
COMMON STOCK
(Title of Class of Securities)
28622K104
(CUSIP Number)
May 7, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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 | Names of Reporting Persons MOA Life Plus Co., Ltd. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization Korea |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power 950,000 |
| 6 | Shared Voting Power 0 |
| 7 | Sole Dispositive Power 950,000 |
| 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 950,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11 | Percent of Class Represented by Amount in Row (9) 5.03% |
| 12 | Type of Reporting Person (See Instructions) CO |
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Item 1.
| | (a) | Name of Issuer: |
| | | Elevai Labs Inc. |
| | | |
| | (b) | Address of Issuer’s Principal Executive Offices: |
| | | 120 Newport Center Drive, Ste 250, Newport Beach, CA 92660 |
Item 2.
| | (a) | Name of Person Filing: |
| | | |
| | | This Schedule 13G is being filed by the following person pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”): |
| | (i) | MOA Life Plus Co., Ltd. (“MOA”), regarding 950,000 shares of Common Stock (as defined in Item 2(d) below) directly held by MOA. |
| | (b) | Address of Principal Business Office or, if none, Residence: |
| | | The principal residence address of MOA Life Plus Co., Ltd. is: A-7F U-Tower, 767, Sinsu-Ro, Suji-Gu, Yongin-Si, Gyeonggi-Do 16827, Korea |
| | | |
| | (c) | Citizenship: |
| | | Korea |
| | | |
| | (d) | Title of Class of Securities: |
| | | Common Stock, par value $0.0001 per share |
| | | |
| | (e) | CUSIP Number: |
| | | 28622K104 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | | | |
| | (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | | | |
| | (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | | | |
| | (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| | | | |
| | (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | | | |
| | (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | | |
| | (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
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| | (k) | ☐ | A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| | I. | MOA Life Plus Co., Ltd. |
| | | |
| | (a) | Amount beneficially owned: 950,000 |
| | | |
| | (b) | Percent of class: 5.03% (1) |
| | | |
| | (c) | Number of shares as to which the person has |
| | (i) | Sole power to vote or to direct the vote: 950,000 |
| | | |
| | (ii) | Shared power to vote or to direct the vote: 0 |
| | | |
| | (iii) | Sole power to dispose or to direct the disposition of: 950,000 |
| | | |
| | (iv) | Shared power to dispose or to direct the disposition of: 0 |
(1) Based upon 18,892,115 shares of common stock issued and outstanding as of May 15, 2024 as reported by Elevai Labs Inc. on Form 10-Q for the quarter ended March 31, 2024.
| Item 5. | Ownership of Five Percent or Less of a Class |
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 ☐.
N/A
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
N/A
| Item 8. | Identification and Classification of Members of the Group |
N/A
| Item 9. | Notice of Dissolution of Group |
N/A
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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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: May 31, 2024 | By: | MOA Life Plus Co., Ltd. /s/: Sang-jin Han | |
| | | Sang-jin Han Chairman | |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
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