UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Reebonz Holding Limited

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G7457R106

(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, as amended (“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. G7457R106

             
1.  

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

Samuel Lim

 

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

Singapore

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.  

Sole Voting Power

4,474,377

 

  6.  

Shared Voting Power*

0

 

  7.  

Sole Dispositive Power

4,474,377

 

  8.  

Shared Dispositive Power*

0

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person*

4,474,377

 

10.

 

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.  

Percent of Class Represented by Amount in Row (9)*

20.5%

 

12.  

Type of Reporting Person (See Instructions)

CO

 

* See Item 4 below.
               

 

1 

 

 

Item 1.
  (a)

Name of Issuer

Reebonz Holding Limited

     
  (b)

Address of Issuer’s Principal Executive Offices

c/o Reebonz Limited

5 Tampines North Drive 5

#07-00

Singapore 528548

Item 2.
  (a)

Name of Person(s) Filing

Samuel Lim

     
  (b)

Address of Principal Business Office or, if none, Residence

c/o Reebonz Limited

5 Tampines North Drive 5

#07-00

Singapore 528548

     
  (c)

Citizenship

Singapore

     
  (d)

Title of Class of Securities

Ordinary Shares, $0.0001 par value per share

     
  (e)

CUSIP Number

G7457R106

   
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:

Not applicable

   
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), (b), and (c)

Reporting Person  Number of Shares
With Sole Voting and
Dispositive Power
   Number of Shares
With Shared Voting and
Dispositive Power
   Aggregate Number
of Shares
Beneficially Owned
   Percentage of Class
Beneficially Owned
 
Samuel Lim   4,474,377*   0    4,474,377*   20.5%*

 

*

Includes 228,610 options held by Mr. Lim and 71,712 held by Mr. Lim’s spouse that are vested and exercisable within 60 days. Percentage calculated based upon information contained in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on December 26, 2018, reflecting 21,493,758 ordinary shares, par value $0.001 per share, of the Issuer (“Ordinary Shares”) outstanding as of December 26, 2018.

 

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 ☐. 

 

2 

 

 

 

Item 6. Ownership of More than Five Percent on Behalf 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 or Control Person

 

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.

 

3 

 

 

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 27, 2019

 

  /s/ Samuel Lim
  Name: Samuel Lim

 

4