Form SC 13G/A Celsius Holdings, Inc. Filed by: Chau Hoi Shuen Solina Holly
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Celsius Holdings, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 155118V207 |
| (CUSIP Number) |
| December 27, 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).
SCHEDULE 13G
| CUSIP No. | 155118V207 |
| 1 | Names of Reporting Persons | ||
| Solina Chau Hoi Shuen | |||
| 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 | ||
| Hong Kong | |||
|
Number of
|
5 | Sole Voting Power | |
| 6,033,925 | |||
| 6 | Shared Voting Power | ||
| 0 | |||
| 7 | Sole Dispositive Power | ||
| 6,033,925 | |||
| 8 | Shared Dispositive Power | ||
| 0 | |||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,033,925 | ||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | ||
| ☐ | |||
| 11 | Percent of class represented by amount in row (9) | ||
| 11.7% | |||
| 12 | Type of Reporting Person (See Instructions) | ||
| IN | |||
| CUSIP No. | 155118V207 |
| 1 | Names of Reporting Persons | ||
| Grieg International Limited | |||
| 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 | ||
| British Virgin Islands | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power | |
| 5,797,970 | |||
| 6 | Shared Voting Power | ||
| 0 | |||
| 7 | Sole Dispositive Power | ||
| 5,797,970 | |||
| 8 | Shared Dispositive Power | ||
| 0 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 5,797,970 | |||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | ||
| ☐ | |||
| 11 | Percent of class represented by amount in row (9) | ||
| 11.2% | |||
| 12 | Type of Reporting Person (See Instructions) | ||
| CO | |||
| CUSIP No. | 155118V207 |
| 1 | Names of Reporting Persons | ||
| Oscar Time Limited | |||
| 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 | ||
| British Virgin Islands | |||
|
Number of
|
5 | Sole Voting Power | |
| 235,955 | |||
| 6 | Shared Voting Power | ||
| 0 | |||
| 7 | Sole Dispositive Power | ||
| 235,955 | |||
| 8 | Shared Dispositive Power | ||
| 0 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 235,955 | |||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | ||
| ☐ | |||
| 11 | Percent of class represented by amount in row (9) | ||
| 0.5% | |||
| 12 | Type of Reporting Person (See Instructions) | ||
| CO | |||
| Item 1. | |
| (a) | Name of Issuer: |
| Celsius Holdings, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices: |
| 2424 North Federal Highway, Suite 208 | |
| Boca Raton, Florida 33431 | |
| Item 2. | |
| (a) | Name of Person Filing: |
| (1) Solina Chau Hoi Shuen | |
| (2) Grieg International Limited | |
| (3) Oscar Time Limited | |
| (b) | Address of Principal Business Office or, if None, Residence: |
| The address for Solina Chau Hoi Shuen, Grieg International Limited and Oscar Time Limited is: | |
| Suites PT. 2909 & 2910, Harbour Centre | |
| 25 Harbour Road | |
| Wanchai, Hong Kong | |
| (c) | Citizenship: |
| Solina Chau Hoi Shuen – Hong Kong | |
| Grieg International Limited – British Virgin Islands | |
| Oscar Time Limited – British Virgin Islands | |
| (d) | Title and Class of Securities: |
| Common Stock | |
| (e) | CUSIP No.: |
| 155118V207 |
| 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; | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 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; | |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership |
(1) Solina Chau Hoi Shuen
| (a) | Amount Beneficially Owned: 6,033,925 |
| (b) | Percent of Class: 11.7%* |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 6,033,925 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 6,033,925 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (2) | Grieg International Limited |
| (a) | Amount Beneficially Owned: 5,797,970 |
| (b) | Percent of Class: 11.2%* |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 5,797,970 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 5,797,970 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (3) | Oscar Time Limited |
| (a) | Amount Beneficially Owned: 235,955 |
| (b) | Percent of Class: 0.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 235,955 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 235,955 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
* Grieg International Limited holds a Convertible Promissory Note due December 12, 2020 issued by the Issuer in the principal amount of $2,000,000, which is convertible into shares of common stock of the Company (the “Shares”) at a conversion price of $3.04 per Share. The principal amount and accrued interest (at 5% per annum) is convertible at any time. Assuming conversion as of December 27, 2018 (being the loan advance date under the Note), the Note is convertible into approximately 657,895 Shares, which are included in calculation of the number of Shares deemed to be beneficially owned by Solina Chau Hoi Shuen and Grieg International Limited.
All calculations of percentage ownership herein are based upon an aggregate of (i) 51,196,486 Shares outstanding as of December 19, 2018, as reported by the Issuer in its Registration Statement on Form S-3 filed with the SEC on December 19, 2018 and (ii) 657,895 Shares deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such Shares may be obtained and beneficially owned upon conversion of the aforementioned Convertible Promissory Note.
| 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 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 or control person. |
| The Shares referenced in Item 4 above are held of record by Grieg International Limited and Oscar Time Limited. Solina Chau Hoi Shuen has sole voting and dispositive power over such Shares. |
| Item 8. | Identification and classification of members of the group. |
| N/A |
| Item 9. | Notice of Dissolution of Group. |
| N/A |
| Item 10. | Certifications. |
| N/A |
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
| Solina Chau Hoi Shuen | ||
| By: | /s/ Ng Ngar Bun Raymond | |
| Name: | Ng Ngar Bun Raymond | |
| Title: | Attorney-in-Fact | |
| Grieg International Limited | ||
| By: | /s/ Ng Ngar Bun Raymond | |
| Name: | Ng Ngar Bun Raymond | |
| Title: | Attorney-in-Fact | |
| Oscar Time Limited | ||
| By: | /s/ Ng Ngar Bun Raymond | |
| Name: | Ng Ngar Bun Raymond | |
| Title: | Attorney-in-Fact | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit Index
| Exhibit 24 | Power of Attorney for Oscar Time Limited. |
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use Schedule 13G to which this exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 14, 2019.
| Solina Chau Hoi Shuen | ||
| By: | /s/ Ng Ngar Bun Raymond | |
| Name: | Ng Ngar Bun Raymond | |
| Title: | Attorney-in-Fact | |
| Grieg International Limited | ||
| By: | /s/ Ng Ngar Bun Raymond | |
| Name: | Ng Ngar Bun Raymond | |
| Title: | Attorney-in-Fact | |
| Oscar Time Limited | ||
| By: | /s/ Ng Ngar Bun Raymond | |
| Name: | Ng Ngar Bun Raymond | |
| Title: | Attorney-in-Fact | |
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Wong Sze Tchung Jason and Ng Ngar Bun Raymond, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, and in the undersigned's capacity as an officer, director and/or beneficial owner of Oscar Time Limited (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and/or Schedule 13G and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13G, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney in fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in fact.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of December 31, 2018.
| /s/ Chau Hoi Shuen Solina Holly | ||
| Chau Hoi Shuen Solina Holly |