Filing Details
- Accession Number:
- 0001213900-17-006921
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-28 17:30:53
- Filed By:
- Tong James Jiayuan
- Company:
- Xynomic Pharmaceuticals Holdings Inc.
- Filing Date:
- 2017-06-28
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| James Jiayuan Tong S.S. or | 391,650 | 391,650 | 391,650 | 4.91% |
Securities and Exchange Commission, Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BISON CAPITAL ACQUISITION CORP.
(Name of Issuer)
Ordinary Share, no par value
(Title of Class of Securities)
G1142P 104
(CUSIP Number)
| James Jiayuan Tong 609-610 21st Century Tower No. 40 Liangmaqiao Road Chaoyang District, Beijing, China 100016 |
Telephone: +86(10) 8444-6968
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 19, 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 which 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 ☐.
CUSIP Number: G1142P 104
| (1) | Name of Reporting Persons: James Jiayuan Tong S.S. or I.R.S. Identification Nos. of above persons:
| |||
| (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) PF
| |||
| (5) | Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐
| |||
| (6) | Citizenship or Place of Organization: United States
| |||
| Number of Shares Beneficially Owned By Each Reporting Person With | (7) | Sole Voting Power: 391,650
| ||
| (8) | Shared Voting Power:
| |||
| (9) | Sole Dispositive Power: 391,650
| |||
| (10) | Shared Dispositive Power:
| |||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
391,650 | |||
| (12) | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐ | |||
| (13) | Percent of Class Represented by Amount in Row (11):
4.91%(1) | |||
| (14) | Type
of Reporting Person (See Instructions): CO | |||
| (1) | Percentage calculated based on 7,978,937 ordinary shares outstanding immediately upon the exercise of the over-allotment option in full given the effect of the closing of the IPO and the private placement as of June 28, 2017 |
| 2 |
| CUSIP Number: G1142P 104 |
Item 1. Security and Issuer.
Securities acquired: ordinary shares, no par value (“Ordinary Shares”)
| Issuer: | Bison Capital Acquisition Corp. (the “Issuer”) | |
| 609-610 21st Century Tower | ||
| No. 40 Liangmaqiao Road | ||
| Chaoyang District, Beijing, China 100016 |
Item 2. Identity and Background.
(a) This statement is filed by James Jiayuan Tong (the “Reporting Person”). The Reporting Person is the holder of record of approximately 4.91% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding (7,978,937 as of June 28, 2017.
(b) The principal office of James Jiayuan Tong is 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016.
(c) The Reporting Person is the Chief Executive Officer, the Chief Financial Officer and a Director of the Issuer.
(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the Ordinary Shares currently owned by the Reporting Persons was $6,487. The source of these funds was the Reporting Person’s personal funds.
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CUSIP Number: G1142P 104
Item 4. Purpose of the Transaction
In connection with the organization of the Issuer, on December 20, 2016, the Issuer sold the Reporting Person 391,650 Ordinary Shares (the “Founder Shares”) for $6,487 given effect of a forward split of 1:1.05, pursuant that certain securities purchase agreement dated December 20, 2016 between the Reporting Person and the Issuer (the “Securities Purchase Agreement”), among which, up to 50,400 shares are subject to forfeiture if the over-allotment options are not exercised by the underwriters in the part or in full.
The Ordinary Shares owned by the Report Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Person at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, such shares are subject to certain lock-up restrictions as further described in Item 6 below.
With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company incorporated in the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. Pursuant to various agreements between the Reporting Person and the Issuer as further described in Item 6 below, the Reporting Person has agreed (A) to vote all Ordinary Shares beneficially owned by him, whether acquired before, in or after the IPO, in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to the Issuer’s Memorandum and Articles of Association that would affect the substance or timing of the Issuer’s redemption obligation to redeem all public shares if the Issuer cannot complete an initial business combination within 21 months of the closing of the IPO, unless the Issuer provide public shareholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares (including the Founder Shares) into the right to receive cash from the trust account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or sell any shares to the Issuer in any tender offer in connection with an initial business combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Reporting Person may, at any time and from time to time, review or reconsider its position, change its purpose or formulate plans or proposals with respect to the Issuer.
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CUSIP Number: G1142P 104
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of Ordinary Shares directly owned by the Reporting Person is based upon a total of 7,978,937 Ordinary Shares outstanding as of June 28, 2017 given effect of the exercise of the over-allotment option in full, the closing of the IPO and the private placement. The Reporting Person owns 391,650 Ordinary Shares, representing approximately 4.91% issued and outstanding Ordinary Shares of the Company.
(b) The Reporting Person has sole power to vote or to director the vote and the sole power to dispose or direct the disposition of 391,650 Ordinary Shares.
(c) Other than as described herein, the Reporting Person has not effected any transactions in Ordinary Shares during the 60 days preceding the date of this report.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Founder Securities Purchase Agreement
In connection with the organization of the Issuer, Founder Shares were issued to the Reporting Person pursuant to the Securities Purchase Agreement. The description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.6 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on March 1, 2017 (and is incorporated by reference herein as Exhibit 99.1).
Pursuant to the escrow agreement described below, the Founder Shares were placed into escrow with Continental Stock Transfer & Trust Company acting as escrow agent and subject to lock-up restrictions as further described in the summary of the “Share Escrow Agreement” below.
Registration Rights Agreement
On June 19, 2017, in connection with the IPO, the Issuer and certain security holders including the Reporting Person entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, such holders were granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of the Registration Rights Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 10.2to the Form 8-K filed by the Issuer with the SEC on June 26, 2017 (and is incorporated by reference herein as Exhibit 99.2).
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CUSIP Number: G1142P 104
Insider Letter
On June 19, 2017, in connection with the IPO, the Issuer and certain initial security holders including the Reporting Person entered into a letter agreement (the “Letter Agreement”), pursuant to which the Reporting Person has agreed (A) to vote all Ordinary Shares beneficially owned by him, whether acquired before, in or after the IPO, in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to the Issuer’s Memorandum and Articles of Association that would affect the substance or timing of the Issuer’s redemption obligation to redeem all public shares if the Issuer cannot complete an initial business combination within 24 months of the closing of the IPO, unless the Issuer provide public shareholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares (including the Founder Shares) into the right to receive cash from the trust account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or sell any shares to the Issuer in any tender offer in connection with an initial business combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Reporting Persons may, at any time and from time to time, review or reconsider its position, change its purpose or formulate plans or proposals with respect to the Issuer.
The summary of the Letter Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on June 26, 2017 (and is incorporated by reference herein as Exhibit 99.3).
Share Escrow Agreement
On June 19, 2017, in connection with the IPO, the Issuer, certain initial security holders including the Reporting Person, and Continental Stock Transfer & Trust Company (the “Escrow Agent”) entered into a share escrow agreement (the “Escrow Agreement”), pursuant to which, all of the Issuer’s ordinary shares owned by such holders prior to the IPO (the “Escrowed Shares”) were deposited in escrow during the period (the “Escrow Period”) commencing on June 23, 2017 and (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year after the date of the consummation of the Issuer’s initial business combination and (y) the date on which the closing sale price of the Issuer’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Issuer’s initial business combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after the date of the consummation of an initial business combination or earlier, in either case, if, subsequent to the Issuer’s initial business combination, the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
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CUSIP Number: G1142P 104
The limited exceptions to the foregoing restrictions include transfers (1) to any persons (including their affiliates and shareholders) participating in the private placement of the private units, officers, directors, shareholders, employees and members of the Issuer’s sponsor and its affiliates, (2) amongst initial holders or to the Issuer’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Issuer’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) to the Issuer for no value for cancellation in connection with the consummation of the Issuer’s initial business combination, in each case (except for clause 9, or with the Issuer’s prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter.
The summary of the Escrow Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on June 26, 2017 (and is incorporated by reference herein as Exhibit 99.4).
Item 7. Material to Be Filed as Exhibits.
| 7 |
CUSIP Number: VGG1142P1045
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.
Date: June 28, 2017
| /s/ James Jiayuan Tong | |
| James Jiayuan Tong |
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