Huihe Zheng Amends QDM International Inc. Ownership Filing

TL;DR

Zheng updated their QDM International ownership filing. Watch for potential moves.

AI Summary

Huihe Zheng filed an amendment (No. 2) to Schedule 13D on September 11, 2024, for QDM International Inc. This filing indicates a change in beneficial ownership of the company's common stock. The filing does not disclose specific share amounts or dollar values, but it is an update to a previous filing regarding ownership.

Why It Matters

This filing signals a potential shift in control or significant stakeholding in QDM International Inc., which could impact the stock's future performance and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Huihe Zheng (person) — Filer and beneficial owner
• QDM International Inc. (company) — Issuer of securities
• 20240911 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $972,000 — e 2023 Offering for a purchase price of $972,000. The 2023 Offering is described in Item

Filing Documents

• ea0213354-13da2zheng_qdm.htm (SC 13D/A) — 55KB
• ea021335402ex10-4_qdm.htm (EX-10.4) — 3KB
• 0001213900-24-077801.txt ( ) — 60KB

Security and Issuer

Item 1. Security and Issuer

of the Schedule 13D/A is hereby amended

Item 1 of the Schedule 13D/A is hereby amended and restated as follows: This Amendment No. 2 relates to the shares of common stock, par value $0.0001 per share of QDM International Inc., a Florida corporation (the “Issuer”). The address of the principal executive office of the Issuer is Room 1030B, 10/F, Ocean Centre, Harbour City 5 Canton Road, Tsim Sha Tsui, Hong Kong

Identity and Background

Item 2. Identity and Background Item 2 of the Schedule 13D/A is hereby amended and restated as follows: (a) This Amendment No. 2 is being filed by Huihe Zheng and HW FUND, a Cayman Islands corporation. The reporting persons are each referred to as a “Reporting Person” and collectively referred to herein as the “Reporting Persons.” Mr. Zheng is the Chief Executive Officer, president and chairman of the board of directors of the Issuer, and Mr. Zheng is also the director and sole shareholder of HW FUND. (b) The principal business address of Mr. Zheng is Room 1030B, 10/F, Ocean Centre, Harbour City 5 Canton Road, Tsim Sha Tsui, Hong Kong. The principal address of HW FUND is Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. (c) The present principal occupation of Mr. Zheng is Chief Executive Officer, president and chairman of the board of directors of the Issuer. HW FUND is a corporation incorporated in Cayman Islands. (d) During the past five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no Reporting Person was 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 a finding of any violation with respect to such laws. (f) Mr. Zheng is a citizen of People’s Republic of China. HW FUND was formed under the laws of Cayman Islands.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D/Ais hereby amended

Item 3 of the Schedule 13D/Ais hereby amended and supplemented as follows: Mr. Zheng received 1,349,760 shares of common stock upon the conversion of 368,114 shares of Series C convertible preferred stock as more fully described in Item 4 below. HW FUND purchased 120,000,000 shares of common stock in the 2023 Offering for a purchase price of $972,000. The 2023 Offering is described in Item 4 below. 4 Item 4. Purpose of the Transaction

of the Schedule 13D/A is hereby amended

Item 4 of the Schedule 13D/A is hereby amended and supplemented as follows: Conversion of Series C Convertible Preferred Stock On May 17, 2021, Mr. Zheng converted 368,114 shares of Series C convertible preferred stock to 1,349,760 shares of common stock where one share of Series C convertible preferred stock converted into approximately 3.67 shares of common stock (or 4,049,254 shares of common stock (without giving effect of the 2021 Reverse Split and the 2024 Forward Split). As of then, Mr. Zheng held 1,588,100 shares of common stock (or 4,764,254 shares of common stock without giving effect of the 2021 Reverse Split and the 2024 Forward Split) and 531,886 shares of Series C convertible preferred stock. 2023 Offering On February 1, 2023, HW FUND purchased 120,000,000 shares of common stock (or 12,000,000 shares of common stock without giving effect to the 2024 Forward Split) for a purchase price of $972,000 in a public offering of the Issuer. Item 5. Interest in Securities of the Issuer

of the Schedule 13D/A is hereby amended

Item 5 of the Schedule 13D/A is hereby amended and restated in its entirety to read as follows: (a)-(b) The aggregate number and percentage of shares of common stock beneficially owned by the Reporting Persons (based on a total of 291,563,930 shares of common stock outstanding as of July 1, 2024, as reported by the Issuer in the annual report on Form 10-K, filed by the Issuer with the SEC on July 1, 2024) are as follows: (i) Mr. Zheng beneficially owns (a) 1,588,100 shares of common stock directly owned by Mr. Zheng, (b) 120,000,000 shares of common stock held by HW FUND, of which Mr. Zheng is the controlling shareholder and holds the voting and dispositive power over the shares of common stock held by such entity, and (c) 531,886 shares of Series C convertible preferred stock directly owned by Mr. Zheng, each share convertible into approximately 3.67 share of common stock. Assuming full conversion of Series C convertible preferred stock, Mr. Zheng beneficially owns approximately 41.7% of the Issuer’s common stock. (ii) HW FUND beneficially owns 120,000,000 shares of common stock, representing 41.2% of the Issuer’s common stock. (c) Neither of the Reporting Persons has not effected any transactions of the common stock during the 60 days preceding the date of this report. (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the common stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D/A is hereby amended

Item 6 of the Schedule 13D/A is hereby amended and supplemented as follows: The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6. Item 7. Material to be Filed as Exhibits Exhibit 10.1 Share Exchange Agreement, dated as of October 21, 2020, by and among the Company, QDM BVI and the Reporting Person, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 27, 2020. Exhibit 10.2 Certificate of Designation of Series C Convertible Preferred Stock of the Issuer, incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 27, 2020. Exhibit 10.3 Form of Securities Purchase Agreement, incorporated herein by reference to Exhibit 10.4 to the Company’s registration statement on Form S-1/A filed on December 21, 2022. Exhibit 10.4 Joint Filing Agreement 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: September 11, 2024 Huihe Zheng By /s/ Huihe Zheng Huihe Zheng HW FUND By /s/ Huihe Zheng Name: Huihe Zheng Title: Director 6

View Full Filing

View this SC 13D/A filing on SEC EDGAR