Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Dunxin Financial Holdings Limited 

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(Name of Issuer)

 

Ordinary shares, par value $0.00005 per share

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(Title of Class of Securities)

 

26605Q205

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(CUSIP Number)

 

Calendar Year 2023

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(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

     o  Rule 13d-1(b)

 

     x  Rule 13d-1(c)

 

     o  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).

 

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CUSIP No.

26605Q205

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Streeterville Capital LLC 85-2954598
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Utah
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:			5		SOLE VOTING POWER
					104,141,572
			6		SHARED VOTING POWER
			7		SOLE DISPOSITIVE POWER
					104,141,572
			8		SHARED DISPOSITIVE POWER
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		104,141,572
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		9.99*%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO
		FOOTNOTES
		*Reporting Person Streeterville Capital LLC (“Streeterville”) has rights, under a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s ordinary shares or ADSs which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's ordinary shares beneficially owned by Streeterville as of the date of this filing was 104,141,572 shares, which is 9.99% of the 1,042,458,184 ordinary shares outstanding on December 31, 2022 (as reported in the Issuer’s 20-F filed on May 2, 2023).

 

 

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CUSIP No.

26605Q205

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Streeterville Management LLC 85-3223919
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Utah
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:			5		SOLE VOTING POWER
					104,141,572
			6		SHARED VOTING POWER
			7		SOLE DISPOSITIVE POWER
					104,141,572
			8		SHARED DISPOSITIVE POWER
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		104,141,572
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		9.99*%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO
		FOOTNOTES
		* Reporting person Streeterville Management LLC is the Manager of reporting person Streeterville. Streeterville has rights, under a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s ordinary shares or ADSs which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's ordinary shares beneficially owned by Streeterville as of the date of this filing was 104,141,572 shares, which is 9.99% of the 1,042,458,184 ordinary shares outstanding on December 31, 2022 (as reported in the Issuer’s 20-F filed on May 2, 2023).

 

 

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CUSIP No.

26605Q205

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		John M. Fife
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:			5		SOLE VOTING POWER
					104,141,572
			6		SHARED VOTING POWER
			7		SOLE DISPOSITIVE POWER
					104,141,572
			8		SHARED DISPOSITIVE POWER
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		104,141,572
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		9.99*%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN
		FOOTNOTES
		* John M. Fife is the sole member of Streeterville Management LLC, which is the Manager of reporting person Streeterville. Streeterville has rights, under a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s ordinary shares or ADSs which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's ordinary shares beneficially owned by Streeterville as of the date of this filing was 104,141,572 shares, which is 9.99% of the 1,042,458,184 ordinary shares outstanding on December 31, 2022 (as reported in the Issuer’s 20-F filed on May 2, 2023).

 

 

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Item 1.

(a)

Name of Issuer

Dunxin Financial Holdings Limited

(b)

Address of Issuer’s Principal Executive Offices

27th Floor, Lianfa International Building 128 Xudong Road, Wuchang District Wuhan City, Hubei Province 430063 People’s Republic of China

Item 2.

(a)

Name of Person Filing

This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of common stock of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.

(b)

Address of Principal Business Office or, if none, Residence

303 E Wacker Drive, Suite 1040 Chicago, IL 60601

(c)

Citizenship

Streeterville Capital LLC is a Utah limited liability company. Streeterville Management LLC is a Utah limited liability company. John M. Fife is a United States citizen.

(d)

Title of Class of Securities

Ordinary shares, par value $0.00005 per share

(e)

CUSIP Number

26605Q205

 

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

o

A 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:

 

 

 

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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)

Amount beneficially owned: 104,141,572

(b)

Percent of class: 9.99%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 104,141,572

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 104,141,572

(iv)

Shared power to dispose or to direct the disposition of: 0

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 o .

 

N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

N/A

 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

 

 

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Item 10.	Certification
	By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.

 

 

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.

 

 

	Streeterville Capital LLC
Date: December 06, 2023	By:	/s/  John M. Fife
		Name: John M. Fife
		Title:  President

 

 

 

	Streeterville Management LLC
Date: December 06, 2023	By:	/s/  John M. Fife
		Name: John M. Fife
		Title:  Member

 

 

 

	John M. Fife
Date: December 06, 2023	By:	/s/  John M. Fife
		Name: John M. Fife

 

Footnotes:

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 

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