SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 2
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
BIMI Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05552Q202
(CUSIP Number)
Fnu Oudom
725 5th Avenue, 15th Floor, Suite 15-01,
New York NY, United States
(+1) 212 542 0028
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 28, 2023
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 (“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 : 05552Q202 |
| 1) | NAME OF REPORTING PERSON
Fnu Oudom |
| 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
Vanuatu |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7) | SOLE VOTING POWER
10,264,044 |
| 8) | SHARED VOTING POWER
-0- | |
| 9) | SOLE DISPOSITIVE POWER
10,264,044 | |
| 10) | SHARED DISPOSITIVE POWER
-0- |
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,264,044 |
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.30%(1) |
| 14) | TYPE OF REPORTING PERSON
IN |
| (1) | Calculated based on 14,003,613 shares of Common Stock issued and outstanding as of January 2, 2024. |
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Explanatory Note
This Amendment No. 2 to Schedule 13D (this “Amendment No.2”) amends and supplements the Schedule 13D originally filed on August 8, 2022, as amended by Amendment No. 1 thereto filed on December 19, 2023 (the “Statement”). Except as amended and supplemented herein, the information set forth in the Statement remains unchanged. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement.
ITEM 1. Security and Issuer.
This Amendment No. 2 relates to the Common Stock, par value $.001 per share (the “Common Stock”), of BIMI Holdings Inc., a Delaware Corporation (the “Issuer”).
All numbers in this Amendment reflect the 1-for-10 reverse split of the Common Stock effective December 9, 2022.
The Issuer’s principal executive offices are located at 725 Fifth Avenue, 15-01, New York, New York 10022.
This Amendment No. 2 is being filed by the Reporting Person to report purchases of the Reporting Person.
The purchases have increased in the aggregate, the number of shares of Common Stock actually held and beneficially owned by the Reporting Person relative to the number reported in greater than 1% of the outstanding shares of Common Stock.
Except as modified by the information provided in this Item 1, the information set forth in Item 1 of the Statement, is incorporated by reference herein in response to the disclosure requirements of Item 1 of Schedule 13D.
ITEM 2. Identity and Background.
This Amendment No. 2 is being filed by Mr. Fnu Oudom (the “Reporting Person”).
The information set forth in the Statement in response to paragraphs (a) to (f) is in each case incorporated by reference herein in response to the disclosures required by the corresponding paragraphs of this Amendment No. 2.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby supplemented to include the following:
On November 27, 2023, Mr. Fnu Oudom entered into a share purchase agreement (the “CVI Share Purchase Agreement”) with CVI Investments, Inc. (“CVI”), whereby CVI agreed to sell 214,044 shares of Common Stock of the Issuer to Mr. Oudom at an aggregate price of $256,852.8. The transaction closed on December 28, 2023, when 214,044 shares Common Stock were issued to Mr. Oudom.
On November 27, 2023, Mr. Fnu Oudom entered into a share purchase agreement (the “Hudson Bay Share Purchase Agreement”) with Hudson Bay Master Fund Ltd. (“Hudson Bay”), whereby Hudson Bay agreed to sell 200,000 shares of Common Stock of the Issuer to Mr. Oudom at an aggregate price of $240,000. The transaction closed on December 28, 2023, when 200,000 shares Common Stock were issued to Mr. Oudom.
On February 27, 2023, the Issuer entered into a stock purchase Agreement (the “Stock Purchase Agreement”) with Mr. Fnu Oudom, whereby the Issuer agreed to sell 2,000,000 shares of its Common Stock to Mr. Oudom for $3,000,000 in cash, based on a purchase price of $1.50 per share, subject to shareholder approval of the issuance of such shares. Such issuance was approved by the shareholders of the Issuer on April 13, 2023. The transaction closed effective January 2, 2024 when 2,000,000 shares of Common Stock were issued to Mr. Oudom upon the full payment of $3,000,000.
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ITEM 4. Purpose of Transaction.
The information set forth in the corresponding paragraph of the Statement with respect to the Reporting Person is incorporated by reference herein.
The Reporting Person reserves the right at any time to change its present intention with respect to any or all of the matters referred to in this Item 4, or to dispose of any or all of the securities of the Issuer purchased by him.
Except as set forth in Item 4 of the Statement, the Reporting Person has no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person does not rule out the possibility of effecting or seeking to effect any such actions in the future.
ITEM 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and replaced as follows:
(a) The responses to Items 11 and 13 of the cover pages to this Amendment are incorporated herein.
(b) The responses to Items 7 through 10 of the cover pages to this Amendment are incorporated herein.
(c) Except as described in this Amendment, the Reporting Person has not effected any transactions in securities of the Issuer in the last 60 days.
(d) Other than the Reporting Person, 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 Issuer’s shares of Common Stock covered by this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby supplemented to include the following:
Except as described above under Item 3 and under Item 6 of the Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
The foregoing descriptions under Item 3 of the CVI Share Purchase Agreement, the Hudson Bay Share Purchase Agreement, and the Stock Purchase Agreement do not purport to be complete and are qualified in their entirety by references to the CVI Share Purchase Agreement, the Hudson Bay Share Purchase Agreement, and the Stock Purchase Agreement , which are filed as Exhibit 4.1, 4.2 and 4.3 hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
| 4.1 | ||
| 4.2 | ||
| 4.3 |
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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.
| Dated as of: January 11, 2024 | |
| /s/ Fnu Oudom | |
| Fnu Oudom |
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