Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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)
(Amendment No. 2)
| LONG ISLAND ICED TEA CORP. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 54267E 104 |
| (CUSIP Number) |
Eric T. Schwartz Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 (212) 818-8800 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| July 12, 2017 |
| (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 Rule 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 Rule 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 that 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 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. 54267E 104 | SCHEDULE 13D | Page 1 of 4 Pages |
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ivory Castle Limited | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ] (b) [ ] |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO | |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
875,243 | |
|
8 |
SHARED VOTING POWER
0 | ||
|
9 |
SOLE DISPOSITIVE POWER
875,243 | ||
|
10 |
SHARED DISPOSITIVE POWER
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,243 |
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 54267E 104 | SCHEDULE 13D | Page 2 of 4 Pages |
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Heron Bay Trust | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [ ] (b) [ ]
|
|
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
875,243 | |
|
8 |
SHARED VOTING POWER
0 | ||
|
9 |
SOLE DISPOSITIVE POWER
875,243 | ||
|
10 |
SHARED DISPOSITIVE POWER
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,243 |
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 54267E 104 | SCHEDULE 13D | Page 3 of 4 Pages |
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vistra Asia Limited | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [ ] (b) [ ]
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
875,243 | |
|
8 |
SHARED VOTING POWER
0 | ||
|
9 |
SOLE DISPOSITIVE POWER
875,243 | ||
|
10 |
SHARED DISPOSITIVE POWER
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,243 |
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 54267E 104 | SCHEDULE 13D | Page 4 of 4 Pages |
This Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D (as amended, this “Schedule 13D”) is filed by Ivory Castle Limited (“Ivory Castle”), The Heron Bay Trust (“Heron Bay”) and Vistra Asia Limited (“Vistra Asia,” and together with Ivory Castle, the “Reporting Persons”) with respect to ownership of the common stock, par value $0.0001 per share (“Common Stock”), of Long Island Iced Tea Corp., a Delaware corporation (the “Issuer”). Except as set forth below, the disclosure in the Schedule 13D as amended by Amendment No. 1 thereto remains unchanged. Only those items amended or supplemented are reported herein. Capitalized terms used but not defined in this Amendment No. 2 have the respective meanings set forth in the Schedule 13D as amended by Amendment No. 1 thereto.
The percentage of beneficial ownership reflected in this Schedule 13D is based upon 9,102,074 shares of Common Stock outstanding upon completion of the offering described in the Issuer’s prospectus supplement filed under Rule 424(b)(5) on July 6, 2017.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by restating it in its entirety as follows:
Ivory Castle is the beneficial owner of 875,243 shares of Common Stock, representing 9.6% of the Issuer’s outstanding Common Stock. This amount includes 852,743 shares of Common Stock held directly and 22,500 shares of Common Stock issuable upon the exercise of the Warrants. Heron Bay, as the owner of Ivory Castle, may be deemed to beneficially own the shares of Common Stock beneficially owned by Ivory Castle. Vistra Asia, as the trustee of Heron Bay, may be deemed to beneficially own the shares of Common Stock beneficially owned by Heron Bay. Ivory Castle, Heron Bay and Vistra Asia have sole voting and dispositive control over all such shares.
In the past 60 days, Ivory Castle, Heron Bay and Vistra Asia have not effected any transactions in the Issuer’s Common Stock.
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 July 24, 2017
| IVORY CASTLE LIMITED | ||
| By: | /s/ Chiu Wai Man | |
| Name: | Zeehan Limited | |
| Title: | Sole Director of Ivory Castle Limited | |
| THE HERON BAY TRUST | ||
| By: | /s/ Michale Raymond Shue and Tan Yie Ying | |
| Name: | Vistra Asia Limited | |
| Title: | as Trustee of The Heron Bay Trust | |
| VISTRA ASIA LIMITED | ||
| By: | /s/ Michale Raymond Shue and Tan Yie Ying | |
| Name: | Michael Raymond Shue and Tan Yie Ying | |
| Title: | as the Authorised Persons of Vistra Asia Limited | |