Filing Details
- Accession Number:
- 0001461790-19-000014
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-13 19:02:39
- Filed By:
- K2 Principal Fund, L.p.
- Company:
- Simplicity Esports & Gaming Co
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| THE K | 0 | 875,476 | 0 | 875,476 | 875,476 | 12.34% |
| K | 0 | 875,476 | 0 | 875,476 | 875,476 | 12.34% |
| K | 0 | 875,476 | 0 | 875,476 | 875,476 | 12.34% |
| Daniel Gosselin | 0 | 875,476 | 0 | 875,476 | 875,476 | 12.34% |
| SHAWN KIMEL INVESTMENTS, INC | 0 | 875,476 | 0 | 875,476 | 875,476 | 12.34% |
| K | 0 | 875,476 | 0 | 875,476 | 875,476 | 12.34% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Amendment No. 1
(Rule 13d-102)
Under the Securities Exchange Act of 1934
| SIMPLICITY ESPORTS & GAMING Co |
(Name of Issuer)
| Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
| 82887P100 |
(CUSIP Number)
| December 31 2018 and January 31 ,2019 |
(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) | x |
| 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).
(Continued on following pages)
(Page 1 of 13 Pages)
| CUSIP No. 82887P100 | Schedule 13G | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
THE K2 Principal Fund, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 875,476 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 875,476 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,476 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34% |
| 12 | TYPE OF REPORTING PERSON PN |
*The information above reflects information as of January 31, 2019. As of December 31, 2018, the Reporting Person beneficially owned 1,106,915 Shares (including 795,144 Shares issuable upon exercise of warrants), representing 17.81% of the outstanding Shares as of such time.
| CUSIP No. 82887P100 | Schedule 13G | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
K2 GenPar L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 875,476 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 875,476 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,476 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34% |
| 12 | TYPE OF REPORTING PERSON PN |
*The information above reflects information as of January 31, 2019. As of December 31, 2018, the Reporting Person beneficially owned 1,106,915 Shares (including 795,144 Shares issuable upon exercise of warrants), representing 17.81% of the outstanding Shares as of such time.
| CUSIP No. 82887P100 | Schedule 13G | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
K2 GENPAR 2009 Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 875,476 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 875,476 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,476 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34% |
| 12 | TYPE OF REPORTING PERSON CO |
*The information above reflects information as of January 31, 2019. As of December 31, 2018, the Reporting Person beneficially owned 1,106,915 Shares (including 795,144 Shares issuable upon exercise of warrants), representing 17.81% of the outstanding Shares as of such time.
| CUSIP No. 82887P100 | Schedule 13G | Page 5 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
Daniel Gosselin | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 875,476 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 875,476 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,476 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34% |
| 12 | TYPE OF REPORTING PERSON IN |
*The information above reflects information as of January 31, 2019. As of December 31, 2018, the Reporting Person beneficially owned 1,106,915 Shares (including 795,144 Shares issuable upon exercise of warrants), representing 17.81% of the outstanding Shares as of such time.
| CUSIP No. 82887P100 | Schedule 13G | Page 6 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
SHAWN KIMEL INVESTMENTS, INC. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 875,476 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 875,476 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,476 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34% |
| 12 | TYPE OF REPORTING PERSON CO |
*The information above reflects information as of January 31, 2019. As of December 31, 2018, the Reporting Person beneficially owned 1,106,915 Shares (including 795,144 Shares issuable upon exercise of warrants), representing 17.81% of the outstanding Shares as of such time.
| CUSIP No. 82887P100 | Schedule 13G | Page 7 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
K2 & ASSOCIATES INVESTMENT MANAGEMENT INC. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 875,476 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 875,476 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,476 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34% |
| 12 | TYPE OF REPORTING PERSON CO |
*The information above reflects information as of January 31, 2019. As of December 31, 2018, the Reporting Person beneficially owned 1,106,915 Shares (including 795,144 Shares issuable upon exercise of warrants), representing 17.81% of the outstanding Shares as of such time.
| CUSIP No. 82887P100 | Schedule 13G | Page 9 of 13 Pages |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings association 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 (15 U.S.C. 80a-3); |
| (j) | ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________.
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.
The K2 Principal Fund, L.P.
| (a) | Amount beneficially owned: | 875,476 |
| (b) | Percent of class: | 12.34% |
| (c) | Number of shares as to which the person has: | |
| (i) | Sole power to vote or direct the vote: | 0 | |
| (ii) | Shared power to vote or direct the vote: | 875,476 | |
| (iii) | Sole power to dispose or direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or direct the disposition of: | 875,476 |
K2 GenPar L.P.
| (a) | Amount beneficially owned: | 875,476 |
| (b) | Percent of class: | 12.34% |
| (c) | Number of shares as to which the person has: | |
| (i) | Sole power to vote or direct the vote: | 0 | |
| (ii) | Shared power to vote or direct the vote: | 875,476 | |
| (iii) | Sole power to dispose or direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or direct the disposition of: | 875,476 |
K2 GenPar 2009 Inc.
| (a) | Amount beneficially owned: | 875,476 |
| CUSIP No. 82887P100 | Schedule 13G | Page 10 of 13 Pages |
| (b) | Percent of class: | 12.34% |
| (c) | Number of shares as to which the person has: | |
| (i) | Sole power to vote or direct the vote: | 0 | |
| (ii) | Shared power to vote or direct the vote: | 875,476 | |
| (iii) | Sole power to dispose or direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or direct the disposition of: | 875,476 |
Daniel Gosselin
| (a) | Amount beneficially owned: | 875,476 |
| (b) | Percent of class: | 12.34% |
| (c) | Number of shares as to which the person has: | |
| (i) | Sole power to vote or direct the vote: | 0 | |
| (ii) | Shared power to vote or direct the vote: | 875,476 | |
| (iii) | Sole power to dispose or direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or direct the disposition of: | 875,476 |
SHAWN KIMEL INVESTMENTS, INC.
| (a) | Amount beneficially owned: | 875,476 |
| (b) | Percent of class: | 12.34% |
| (c) | Number of shares as to which the person has: | |
| (i) | Sole power to vote or direct the vote: | 0 | |
| (ii) | Shared power to vote or direct the vote: | 875,476 | |
| (iii) | Sole power to dispose or direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or direct the disposition of: | 875,476 |
K2 & Associates Investment Management Inc..
| (a) | Amount beneficially owned: | 875,476 |
| (b) | Percent of class: | 12.34% |
| (c) | Number of shares as to which the person has: | |
| (i) | Sole power to vote or direct the vote: | 0 | |
| (ii) | Shared power to vote or direct the vote: | 875,476 | |
| (iii) | Sole power to dispose or direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or direct the disposition of: | 875,476 |
As of December 31, 2018 K2 owned 1,106,915 common shares, par value $0.0001, assuming the exercise of its 795,144 warrants. This represented ownership of 17.81 % of the company, based upon a partially diluted shares outstanding of 6,214,534. This total being the sum of the 5,119,390 shares issued and outstanding as of December 15, 2018, as reported in the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 19, 2018; and (ii) 300,000 Shares issued on December 21, 2018, as disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2019, and assumes the exercise of K2s warrants.
As of January 31, 2019 K2 owned 875,476 Common Stock, par value $0.0001 per share held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. The 875,476 includes the issuance of 781,655 common shares assuming the warrants are exercised. See Item 2(a) above for a description of the corporate structure of the Reporting Persons. Each of the Reporting Persons may be deemed to be beneficial owners of the 875,476 shares of the Issuer's Common Stock, par value $0.0001 per share that are held by The K2 Principal Fund, L.P. Mr. Daniel Gosselin is president of each of SKI, the GP, GenPar 2009 and K2 and Associates, and exercises ultimate voting and investment powers over the 875,476 shares of the Issuer's Units that are held of record by The K2 Principal Fund, L.P
The percentages used in this Schedule 13G are calculated based upon 7,094,673 ordinary shares issued and outstanding as of January 15 ,2019, as reported in the companies 10Q filed with the SEC on January 22 ,2019. The total 7,094,673 is the total of the 6,313,018 share outstanding plus the exercise of K2s warrants
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 Persons have 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.
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.
| CUSIP No. 82887P100 | Schedule 13G | Page 11 of 13 Pages |
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 82887P100 | Schedule 13G | Page 12 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 31 ,2019
| THE K2 PRINCIPAL FUND, L.P. | ||
| By: | K2 GENPAR L.P., its General Partner | |
| By: | K2 GENPAR 2009 INC., its General Partner | |
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| K2 GENPAR, L.P. | ||
| By: K2 GENPAR 2009 INC., its General Partner | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| K2 GENPAR 2009 INC. | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| SHAWN KIMEL INVESTMENTS, INC. | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| K2 & ASSOCIATES INVESTMENT MANAGEMENT INC. | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| /s/ Daniel Gosselin | ||
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).
| CUSIP No. 82887P100 | Schedule 13G | Page 13 of 13 Pages |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: February 13 ,2019
| THE K2 PRINCIPAL FUND, L.P. | ||
| By: | K2 GENPAR L.P., its General Partner | |
| By: | K2 GENPAR 2009 INC., its General Partner | |
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| K2 GENPAR, L.P. | ||
| By: K2 GENPAR 2009 INC., its General Partner | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| K2 GENPAR 2009 INC. | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| SHAWN KIMEL INVESTMENTS, INC. | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| /s/ Daniel Gosselin | ||
| K2 & ASSOCIATES INVESTMENT MANAGEMENT INC. | ||
| By: | /s/ Daniel Gosselin | |
| Daniel Gosselin | ||
| President | ||
| /s/ Daniel Gosselin | ||
| Daniel Gosselin, in his individual capacity | ||