Statement of Ownership (sc 13g)
December 06 2021 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Dragon Victory International Limited
(Name of Issuer)
Ordinary Share
(Title of Class of Securities)
G28365107
(CUSIP Number)
November 30, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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*
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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.
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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. G28365107
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Page 2 of 7
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1.
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Names of Reporting Persons.
LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,100,000*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,100,000*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,100,000*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
17.5%**
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12.
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Type of Reporting Person
IV
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*
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Represents ordinary shares held as of November 30, 2021 by
LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP.
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**
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Percentage of class based on 23,408,371 ordinary shares outstanding
as of November 30, 2021, which information was provided by the Issuer to the Reporting Persons on December 1, 2021.
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CUSIP No. G28365107
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Page 3 of 7
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1.
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Names of Reporting Persons.
KBR Fund Management Limited
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Hong Kong
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,100,000*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,100,000*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,100,000*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
17.5%**
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12.
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Type of Reporting Person
IA
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*
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Represents ordinary shares held as of November 30, 2021 by
LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP.
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**
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Percentage of class based on 23,408,371 ordinary shares outstanding
as of November 30, 2021, which information was provided by the Issuer to the Reporting Persons on December 1, 2021.
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CUSIP No. G28365107
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Page 4 of 7
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ITEM 1.
(a) Name of Issuer: Dragon
Victory International Limited
(b) Address of Issuer’s
Principal Executive Offices: Room 1803, Yintai International Building, Kejiguan Road, Binjiang District, Hangzhou, Zhejiang Province,
China
ITEM 2.
(a) Name of Persons Filing:
LSQ Investment Fund SPC-Disruptive
Opportunity Fund II SP (“LSQ”)
KBR Fund Management Limited
(“KBR”)
The shares reported herein are directly
held by LSQ. KBR serves as the sub-investment manager for LSQ. Accordingly, KBR may be deemed to indirectly beneficially own the securities
of the Issuer held by LSQ.
(b) Address of Principal Business
Office, or if None, Residence:
LSQ: 3-212 Governors Square, 23 Lime
Tree Bay Avenue, PO Box 30746, Seven Mile Beach, Grand Cayman, Cayman Islands
KBR: 6/F Skyway Centre, 23
Queen’s Road West, Sheung Wan, Hong Kong
(c) Citizenship:
LSQ: Cayman Islands
KBR: Hong Kong
(d) Title of Class of Securities: Ordinary Share
(e) CUSIP Number: G28365107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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☐ Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
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(c)
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☐ Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
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(d)
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☐ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ 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);
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(j)
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☒ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
LSQ: Investment company
KBR: Investment adviser
ITEM 4. OWNERSHIP.
The information requested in these paragraphs is incorporated
herein by reference to the cover pages to this Schedule 13G.
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CUSIP No. G28365107
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Page 5 of 7
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS.
Not applicable.
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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.
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CUSIP No. G28365107
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Page 6 of 7
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SIGNATURES
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.
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December 6, 2021
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(Date)
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LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP
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By:
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/s/ Bingzhong Wang
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Name:
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Bingzhong Wang
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Title:
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Authorized Signatory
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KBR Fund Management Limited
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By:
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/s/ Bob Yau Ching Chan
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Name:
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Bob Yau Ching Chan
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Title:
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Authorized Signatory
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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 the 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.
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CUSIP No. G28365107
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Page 7 of 7
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