UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
BrilliA
Inc
(Name of Issuer)
Class A Ordinary Shares, par value $0.00005 per
share
(Title of Class of Securities)
G1645N101
(CUSIP Number)
Kendrew Hartanto
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Tel: +65 6235 3388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 2024
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | 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 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).
| CUSIP No. G1645N101 |
SCHEDULE 13D |
Page 2 of 5 |
| (1) |
Names of Reporting Persons
Kendrew Hartanto |
| (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)
OO (1) |
| (5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
|
| (6) |
Citizenship or Place of Organization
The Republic of Indonesia |
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(7) |
Sole voting power
2,386,981 (1) |
| (8) |
Shared voting power
|
| (9) |
Sole dispositive power
2,386,981 (2) |
| (10) |
Shared dispositive power
|
| (11) |
Aggregate amount beneficially owned by each reporting person
2,386,981 (1) |
| (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% (1) |
| (14) |
Type of reporting person (see instructions)
IN |
| (1) | Consists of 2,386,981 Class A ordinary shares with 1 vote per share, (the “Shares”) held directly
by Kendrew Hartanto. Kendrew Hartanto acquired the Shares as part of a group reorganization and share exchange agreement dated April 30,
2024. |
| CUSIP No. G1645N101 |
SCHEDULE 13D |
Page 3 of 5 |
Item 1. Security and Issuer.
This Schedule 13D is filed (this “Schedule 13D”) by the
Reporting Person (as identified above and defined below) with respect to the Shares of BrilliA Inc, a Cayman Islands company, with its
principal executive offices located at 220 Orchard Road, Unit 05-01, Midpoint Orchard, Singapore 238852.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by Kendrew
Hartanto (the “Reporting Person”):
(b) The Reporting Person’s business address
is c/o 220 Orchard Road, Unit 05-01, Midpoint Orchard, Singapore 238852.
(c) The Reporting Person is the Chief Executive
Officer of the Issuer.
(d) During the last five years, the Reporting
Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting
Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of Indonesia.
Item 3. Source and Amount of Funds or Other
Consideration.
| (1) | The Reporting Person acquired all of the Shares beneficially owned by him as part of a group reorganization
on and share exchange agreement dated April 30, 2024. |
Item 4. Purpose of Transaction.
The Reporting Person acquired all of the Shares
beneficially owned by him as part of a group reorganization on and share exchange agreement dated April 30, 2024. The Reporting Person
holds the Shares for investment purposes. The Reporting Person is a member of the board of directors of the Issuer and serves as the Chairman
and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives
of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect
to items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Incorporated by reference to Items 11 and
13 of the Cover Page.
(b) Incorporated by reference to Items 7-10 of
the Cover Page.
(c) None.
(d) None.
(e) N/A.
| CUSIP No. G1645N101 |
SCHEDULE 13D |
Page 4 of 5 |
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Lock-Up Agreement – Pursuant to the terms
of a Lock-Up Agreement dated November 26, 2024, (the “Lock-Up Agreement”), a copy of the form of which is attached to this
Schedule 13D as Exhibit 1 and incorporated herein by reference, the Reporting Person has agreed, subject to certain exceptions, not to
offer, pledge, sell, or dispose of, directly or indirectly, any of the Issuer’s Ordinary Shares or securities convertible into or
exchangeable or exercisable for any of the Issuer’s Ordinary Shares during the 12-month period following the date of the Underwriting
Agreement, dated November 26, 2024, by and between the Issuer and A.G.P./Alliance Global Partners, as representative of the several underwriters.
Item 7. Material to Be Filed as Exhibits.
SIGNATURES
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: |
December 17, 2024 |
KENDREW HARTANTO |
| |
|
|
| |
|
/s/ KENDREW HARTANTO |
5
Exhibit 1
Lock-Up Agreement
November 26, 2024
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned understands
that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes
to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BrilliA Inc, a corporation formed under
the laws of Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”)
by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of Class A ordinary
shares, par value $0.00005 per share, of the Company (the “Class A Shares”). Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Underwriting Agreement.
To induce the Representative
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Representative, the undersigned will not, during the period commencing on the date hereof and ending six months after the date
of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract
to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Shares or any securities convertible into
or exercisable or exchangeable for Class A Shares, whether now owned or hereafter acquired by the undersigned or with respect to which
the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the
Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities,
in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4)
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may
transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up
Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be voluntarily made in connection
with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona
fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement,
“family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of
Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member
of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to
the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign
and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section
16(a) of the Exchange Act shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.
If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed
or “friends and family” Class A Shares, if any, that the undersigned may purchase in the Public Offering; and (ii) the Representative
agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection
with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver. The provisions of
this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the
duration that such terms remain in effect at the time of such transfer.
No provision in this agreement
shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable
for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Class A Shares acquired on such
exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.
In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1”
plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities
within the Lock-Up Period).
The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.
The undersigned understands
that, if the Underwriting Agreement is not executed by December 5, 2024 or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to the initial closing date of the Class A Shares to be sold thereunder,
then this lock-up agreement shall be void and of no further force or effect.
[Remainder of Page Intentionally Blank]
BrilliA (AMEX:BRIA)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
BrilliA (AMEX:BRIA)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
