Cloud Alliance Inc. Files SC 13D for BYND CANNASOFT
Ticker: FMTOF · Form: SC 13D · Filed: Apr 5, 2024 · CIK: 1888151
Sentiment: neutral
Topics: ownership-change, sec-filing, schedule-13d
Related Tickers: BCAN
TL;DR
**Cloud Alliance Inc. just filed a 13D on BYND! Big ownership change incoming?**
AI Summary
Cloud Alliance Inc. filed an SC 13D on April 5, 2024, indicating a change in beneficial ownership of BYND CANNASOFT ENTERPRISES INC. The filing pertains to common shares and was made as of April 3, 2024. The specific details of the ownership change and the percentage held are not fully detailed in the provided text.
Why It Matters
This filing signals a potential shift in control or significant stake acquisition in BYND CANNASOFT ENTERPRISES INC. by Cloud Alliance Inc., which could impact the company's stock performance and strategic direction.
Risk Assessment
Risk Level: medium — SC 13D filings often indicate significant stake building or changes in control, which can lead to increased volatility and uncertainty for the subject company's stock.
Key Players & Entities
- Cloud Alliance Inc (company) — Filing person
- BYND CANNASOFT ENTERPRISES INC. (company) — Subject company
- Zhifa Liu (person) — Authorized contact for Cloud Alliance Inc.
FAQ
What is the exact date Cloud Alliance Inc. acquired the shares that triggered this filing?
The filing states 'Date of Event which Requires Filing of this Statement' as April 3, 2024, but does not specify the acquisition date.
What percentage of BYND CANNASOFT ENTERPRISES INC. common shares does Cloud Alliance Inc. now beneficially own?
The provided text does not specify the percentage of beneficial ownership.
Has Cloud Alliance Inc. previously filed a Schedule 13G for BYND CANNASOFT ENTERPRISES INC.?
The filing includes a checkbox indicating 'If the filing person has previously filed a statement on Schedule 13G', but the status of this checkbox is not provided in the text.
What is the business address and phone number for Cloud Alliance Inc.?
Cloud Alliance Inc.'s business address is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182, and their business phone number is +1 (202) 738-3832.
Who is the authorized contact person at Cloud Alliance Inc. for this filing?
Zhifa Liu is the person authorized to receive notices and communications for Cloud Alliance Inc., reachable at +1 (631) 238-8888.
Filing Stats: 2,014 words · 8 min read · ~7 pages · Grade level 11.2 · Accepted 2024-04-05 18:36:56
Key Financial Figures
- $1,520,000 — ersonal funds. A total of approximately $1,520,000 was paid to acquire the Common Shares r
Filing Documents
- 13d_bcan.htm (SC 13D) — 12KB
- 0002018265-24-000002.txt ( ) — 14KB
Security and Issuer
Item 1. Security and Issuer. The securities to which this Schedule 13D relates are the common shares, without par value per share (the 'Common Shares') of BYND CANNASOFT ENTERPRISES INC, a British Columbia company limited by shares (the 'Issuer'). The Issuer's principal executive office address is 7000 Akko Road, Kiryat Motzkin, Israel. The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.
Identity and Background
Item 2. Identity and Background. (a) This Schedule 13D is being filed jointly by: Cloud Alliance Inc, a company incorporated in the State of Virginia and Mr. Zhifa Liu, Chief Executive Officer and the sole director of Cloud Alliance Inc. (together, 'Reporting Persons'). In addition, Cloud Alliance Inc. has another executive officer and minority owner, Mr. Yang Li, who is the President of Cloud Alliance Inc. (b) The address of the principal office of Cloud Alliance Inc. is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182. The business address of Mr. Zhifa Liu is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182. The business address of Mr. Yang Li is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182. (c) Cloud Alliance Inc is engaged in cloud technologies and services, including, without limitation, designing and delivering cloud solutions, which encompass Cloud Infrastructure as a Service (IaaS), Platform as a Service (PaaS), Software as a Service (SaaS), and cybersecurity measures for cloud, through the integration of cloud technologies and Artificial Intelligence to facilitate enhancement of efficiency, security, and scalability. Mr. Zhifa Liu is the Chief Executive Officer, sole director, and the majority owner of Cloud Alliance Inc. Mr. Yang Li is the President and minority owner of Cloud Alliance Inc. (d) During the last five years, none of the persons named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the persons named in this Item 2 has 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) Cloud Alliance
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration. Funds for the purchase of the Common Shares reported herein by Cloud Alliance Inc. were from its working capital. Funds for the purchase of the Common Shares reported herein by Mr. Zhifa Liu were from his personal funds. A total of approximately $1,520,000 was paid to acquire the Common Shares reported herein.
Purpose of Transaction
Item 4. Purpose of Transaction. The Reporting Persons acquired the securities described in Item 5 in the ordinary course of business for investment purposes because of their belief that the securities are undervalued and represent an attractive investment opportunity. The Reporting Persons may, from time to time, take such actions regarding their investment in the Issuer as they deem appropriate. These actions may include purchasing or selling securities of the Issuer depending upon an ongoing evaluation of the investment in these securities, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. Based on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a 'group' for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filling of this Schedule 13D shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group, and the existence of any such group is expressly disclaimed. CUSIP No. 05608P109 13D Page 4 of 5 Pages
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer. (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. Percent of class calculated based on an aggregate of 4,222,279 Common Shares issued and outstanding as reported in the Issuer's Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on April 03, 2024 (b) Cloud Alliance Inc: (1) Sole Voting Power: 675,000 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 675,000 (4) Shared Dispositive Power: 0 Zhifa Liu: (1) Sole Voting Power: 452,000 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 452,000 (4) Shared Dispositive Power: 0 Yang Li: (1) Sole Voting Power: 0 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 0 (c) Except as described in this Schedule 13D, during the past 60 days none of the Reporting Persons or Covered Person has effected any transactions in the Common Shares. (d) Not applicable. (e) Not applicable.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits. Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. CUSIP No. 05608P109 13D Page 5 of 5 Pages 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. Cloud Alliance Inc /s/ Zhifa Liu Name Chief Executive Officer Title 2024-04-05 Insert Date Zhifa Liu /s/ Zhifa Liu Name Title 2024-04-05 Date EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATE: April 5, 2024 CLOUD ALLIANCE, INC. /s/ Zhifa Liu Name: Zhifa Liu Title: Chief Executive Officer ZHIFA LIU /s/ Zhifa Liu Name: Zhifa Liu Title: