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:

 

	☐	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).

 

 

 

 

 

CUSIP No. 03842Q108

Page 2 of 10 Pages

 

1.	Name of Reporting Persons   Aquan LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   2,363,967 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   2,363,967 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,363,967 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   6.8% (3)
12.	Type of Reporting Person (See Instructions)   OO

(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.

 

 

 

CUSIP No. 03842Q108

Page 3 of 10 Pages

 

1.	Name of Reporting Persons   Nauqa LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   0
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   0%
12.	Type of Reporting Person (See Instructions)   OO

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

 

 

 

CUSIP No. 03842Q108

Page 4 of 10 Pages

 

1.	Name of Reporting Persons   Walden CEL Global Fund I, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   2,363,967 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   2,363,967 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,363,967 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   6.8% (3)
12.	Type of Reporting Person (See Instructions)   PN

(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.

 

 

 

CUSIP No. 03842Q108

Page 5 of 10 Pages

 

1.	Name of Reporting Persons   Luster Palace Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   2,363,967 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   2,363,967 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,363,967 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   6.8% (3)
12.	Type of Reporting Person (See Instructions)   OO

(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.

 

 

 

CUSIP No. 03842Q108

Page 6 of 10 Pages

 

1.	Name of Reporting Persons   Hing Wong
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   2,363,967 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   2,363,967 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,363,967 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   6.8% (3)
12.	Type of Reporting Person (See Instructions)   IN

(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.

 

 

 

CUSIP No. 03842Q108

Page 7 of 10 Pages

 

1.	Name of Reporting Persons   Yizhe Wang
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   2,363,967 (2)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   2,363,967 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,363,967 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   6.8% (3)
12.	Type of Reporting Person (See Instructions)   IN

(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.

 

 

 

CUSIP No. 03842Q108

Page 8 of 10 Pages

 

Item 1(a)

Name of Issuer

 

Aquantia Corp.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices

 

105 E. Tasman Drive

San Jose, CA 95134

 

Item 2(a)

Name of Person Filing

 

Aquan LLC

Nauqa LLC

Walden CEL Global Fund I, L.P.

Luster Palace Limited

Hing Wong

Yizhe Wang

 

Item 2(b)

Address of Principal Business Office or, if none, Residence

 

333 Bush Street

Suite 2800

San Francisco, CA 94104

 

Item 2(c)

Citizenship

 

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

 

Item 2(d)

Title of Class of Securities

 

Common Stock, $0.00001 par value

 

Item 2(e)

CUSIP Number

 

03842Q108

 

Item 3

 

Not applicable.

 

 

 

 

CUSIP No. 03842Q108

Page 9 of 10 Pages

 

Item 4

Ownership

 

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.

 

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. ☐

 

Item 6

Ownership of More than Five Percent of Another Person

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9

Notice of Dissolution of Group

 

Not applicable.

 

Item 10

Certification

 

Not applicable.

 

 

 

CUSIP No. 03842Q108

Page 10 of 10 Pages

 

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

 

	AQUAN LLC
	By: Walden CEL Global Fund I, L.P.
	Its:  Member

 

	By:	/s/ Hing Wong
	Name:	Hing Wong
	Title:	Director
	NAUQA LLC
	By:	/s/ Hing Wong
	Name:	Hing Wong
	Title:	Sole Member

 

	WALDEN CEL GLOBAL FUND I, L.P.
	By:	/s/ Yizhe Wang
	Name:	Yizhe Wang
	Title:	Director

 

	LUSTER PALACE LIMITED
	By:	/s/ TANG Chi Chun
	Name:	TANG Chi Chun
	Title:	Director

 

		/s/ Hing Wong
	Hing Wong

 

		/s/ Yizhe Wang
	Yizhe Wang

 

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