BRIA BrilliA Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

BrilliA Inc

(Name of Issuer)

 

Class A Ordinary Shares, par value $0.00005 per share

(Title of Class of Securities)

 

G1645N101

(CUSIP Number)

 

Salim Podiono

220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Tel: +65 6235 3388

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 29, 2024

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*	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 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).

 

 

 

CUSIP No. G1645N101

SCHEDULE 13D

Page 2 of 5

 

(1)	Names of Reporting Persons   Salim Podiono
(2)	Check the appropriate box if a member of a group (see instructions)   (a) ☐ (b) ☐
(3)	SEC use only
(4)	Source of Funds (See Instructions)   OO (1)
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization   The Republic of Indonesia

Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power   14,196,696 (1)
	(8)	Shared voting power
	(9)	Sole dispositive power     14,196,696 (1)
	(10)	Shared dispositive power

(11)	Aggregate amount beneficially owned by each reporting person   14,196,696 (1)
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)	Percent of class represented by amount in Row (11)   56.8% (1)
(14)	Type of reporting person (see instructions)   IN

 

(1)

Consists of 14,196,696 Class A ordinary shares with 1 vote per share held directly by Salim Podiono. Salim Podiono acquired the Shares as part of a group reorganization and share exchange agreement dated April 30, 2024. Excludes 5,625,000 Class B ordinary shares, which are not transferable to any other parties, are not convertible to class A ordinary shares, and do not have any economic rights, including dividend rights.

 

 

CUSIP No. G1645N101

SCHEDULE 13D

Page 3 of 5

 

Item 1. Security and Issuer.

 

This Schedule 13D is filed (this “Schedule 13D”) by the Reporting Person (as identified above and defined below) with respect to the Shares of BrilliA Inc, a Cayman Islands company, with its principal executive offices located at 220 Orchard Road, Unit 05-01, Midpoint Orchard, Singapore 238852.

 

Item 2. Identity and Background.

 

(a) This Schedule 13D is being filed by Salim Podiono (the “Reporting Person”):

 

(b) The Reporting Person’s business address is c/o 220 Orchard Road, Unit 05-01, Midpoint Orchard, Singapore 238852.

 

(c) The Reporting Person is a director and Chairman of the Issuer.

 

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Person has not 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) The Reporting Person is a citizen of Indonesia.

 

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

 

(1)	The Reporting Person acquired all of the Shares beneficially owned by him as part of a group reorganization on and share exchange agreement dated April 30, 2024.

 

Item 4. Purpose of Transaction.

 

The Reporting Person acquired all of the Shares beneficially owned by him as part of a group reorganization on and share exchange agreement dated April 30, 2024. The Reporting Person holds the Shares for investment purposes. The Reporting Person is a member of the board of directors of the Issuer and serves as the Chairman and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) Incorporated by reference to Items 11 and 13 of the Cover Page.

 

(b) Incorporated by reference to Items 7-10 of the Cover Page.

 

(c) None.

 

(d) None.

 

(e) N/A.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Lock-Up Agreement – Pursuant to the terms of a Lock-Up Agreement dated November 26, 2024, (the “Lock-Up Agreement”), a copy of the form of which is attached to this Schedule 13D as Exhibit 1 and incorporated herein by reference, the Reporting Person has agreed, subject to certain exceptions, not to offer, pledge, sell, or dispose of, directly or indirectly, any of the Issuer’s Ordinary Shares or securities convertible into or exchangeable or exercisable for any of the Issuer’s Ordinary Shares during the 12-month period following the date of the Underwriting Agreement, dated November 26, 2024, by and between the Issuer and A.G.P./Alliance Global Partners, as representative of the several underwriters.

 

 

CUSIP No. G1645N101

SCHEDULE 13D

Page 4 of 5

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit Number		Description
1		Form of Lock-Up Agreement.

 

  

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: December 13, 2024	SALIM PODIONO
	/s/ SALIM PODIONO

 

 

5

 

Exhibit 1

 

Lock-Up Agreement

 

November 26, 2024

 

A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022

 

Ladies and Gentlemen:

 

The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BrilliA Inc, a corporation formed under the laws of Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of Class A ordinary shares, par value $0.00005 per share, of the Company (the “Class A Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

 

To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Shares or any securities convertible into or exercisable or exchangeable for Class A Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.

 

 

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Class A Shares, if any, that the undersigned may purchase in the Public Offering; and (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

 

No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Class A Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).

 

The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

 

The undersigned understands that, if the Underwriting Agreement is not executed by December 5, 2024 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to the initial closing date of the Class A Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.

 

[Remainder of Page Intentionally Blank]

 

 

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