LEAT Leatt Corporation (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Leatt Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

522132208

(CUSIP Number)

March 8, 2024

(Date of Event Which Requires Filing of Statement)

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐Rule 13d-1(d)

The information required on 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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Item 1.

Leatt Corporation (the “Issuer”)

The address of the Issuer’s principal executive offices are located at: 12 Kiepersol Drive, Atlas, Gardens, Contermanskloof Road, Durbanville, Western Cape, South Africa, 7441.

Item 2.

This Schedule 13G is filed by Astoria Investments Ltd, a Mauritian public limited company (“Astoria”) and RECM Global Limited, a Mauritian private limited company (“RECM”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

RECM serves as the investment manager of Astoria.

The principal business office of each of the Reporting Persons is 1^st Floor, 18, Cascavelle Business Park, Riviere Noire Road, Cascavelle, 90522, Mauritius.

Each of the Reporting Persons is organized under the laws of Mauritius.

Common Stock, $0.001 par value (“Common Stock”)

522132208

Not applicable.

Reference is hereby made to Rows 5-9 and 11 of pages 2 and 3 of this Schedule 13G, which are incorporated by reference herein.

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As of the date hereof, Astoria beneficially owns 527,762 shares of Common Stock (the “Shares”). By reason of the relationship set forth in Section 2 above, RECM may be deemed to beneficially own the Shares owned directly by Astoria. The filing of this Schedule 13G shall not be deemed an admission that any Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities of the Issuer that it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own.

The calculation of percentage of beneficial ownership in this Schedule 13G was derived based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024, in which the Issuer stated that the number of shares of Common Stock outstanding as of June 30, 2024 was 6,215,440 shares.

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. ☐

Not applicable.

Not applicable.

Not applicable.

See Exhibit 99.1.

Not applicable.

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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.

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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.

Dated: September 25, 2024

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EXHIBIT LIST

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EXHIBIT 99.1

JOINT FILING UNDERTAKING

The undersigned, who, together, may be deemed to form a group under section 13(d)(3) of the Securities Exchange Act, being authorized thereunto, hereby agree that the Statement on Schedule 13G, dated September 25, 2024, with respect to the common stock, par value $0.001 per share, of Leatt Corporation, and any amendments thereto, executed by each and any of the undersigned shall be filed by each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, and as an exhibit to the Schedule 13G to evidence the agreement of the below-named parties to file this Schedule 13G, and any amendments hereto, jointly on behalf of each of such parties.

Dated: September 25, 2024

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