UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

 

Emerson Radio Corp.

(Name of Issuer)

 

Common Stock, Par Value $.01 per Share

(Title of Class of Securities)

 

291087203

(CUSIP Number)

 

Bingzhao Tan

Wealth Warrior Global Limited

Unit C, 32/F., TML Tower

No. 3 Hoi Shing Road

Tsuen Wan, New Territories, Hong Kong

(852) 3950 4625

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

  

June 28, 2018

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 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).

 

 

 

 

 

  

CUSIP No. 291087203 SCHEDULE 13D Page 2 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Aurizon Enterprises Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 3 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Merchant Link Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 4 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Omen Charm Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 5 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Ocean Rose Global Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 6 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Praisewise Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 7 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Rise Vision Global Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 8 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Splendid Brilliance (PTC) Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH

REPORTING
PERSON WITH

7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 9 of 14

  

1. NAMES OF REPORTING PERSONS
   
  Wealth Warrior Global Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

CO

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 10 of 14

 

1. NAMES OF REPORTING PERSONS
   
  Guichai He
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

IN

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 11 of 14

 

1. NAMES OF REPORTING PERSONS
   
  Bingzhao Tan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (See Instructions)

 

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER
   
  0
8. SHARED VOTING POWER
   
  15,243,283
9. SOLE DISPOSITIVE POWER
   
  0
10. SHARED DISPOSITIVE POWER
   
  See Row 8 above.
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 8 above.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

67.5%

14.

TYPE OF REPORTING PERSON (See Instructions)

 

IN

       

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 12 of 14

  

Item 1.This amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on October 10, 2017 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 dated February 28, 2018 (the “Amendment No. 1”) and this Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of Emerson Radio Corp., a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Schedule 13D.

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

 

Item 4.Purpose of Transaction.

 

The first paragraph of Item 4 of the Amendment No. 1 is hereby amended and restated in its entirety as follows:

 

As of the date of this Amendment No. 2, S&T International Distribution Ltd., a British Virgin Islands limited company (“S&T”), has the power to vote and dispose of 15,243,283 shares of Common Stock (the “Emerson Shares”), representing approximately 67.5% of the outstanding shares of Common Stock, based on 22,571,951 shares of Common Stock outstanding as of June 15, 2018 as set forth in the Issuer’s Annual Report on Form 10-K filed with the Commission on June 28, 2018.

 

Item 7.Material to Be Filed as Exhibits.

  

  Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k) under the Act.*

* Previously filed  

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 13 of 14

 

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.

 

Dated this 29th day of June, 2018 AURIZON ENTERPRISES LIMITED*  
     
     
  By:  /s/ Bingzhao Tan  
    Name: Bingzhao Tan
Title: Director
 

 

  MERCHANT LINK HOLDINGS LIMITED*  
     
     
  By:  /s/ Bingzhao Tan  
    Name: Bingzhao Tan
Title: Director
 

 

  OMEN CHARM LIMITED*  
     
     
  By:  /s/ Guichai He  
    Name: Guichai He
Title: Director
 

 

  OCEAN ROSE GLOBAL LIMITED*  
     
     
  By:  /s/ Bingzhao Tan  
    Name: Bingzhao Tan
Title: Director
 

 

  PRAISEWISE LIMITED*  
     
     
  By:  /s/ Guichai He  
    Name: Guichai He
Title: Director
 

 

  RISE VISION GLOBAL LIMITED*  
     
     
  By:  /s/ Bingzhao Tan  
    Name: Bingzhao Tan
Title: Director
 

 

 

 

 

CUSIP No. 291087203 SCHEDULE 13D Page 14 of 14

  

  SPLENDID BRILLIANCE (PTC) LIMITED*  
     
     
  By:  /s/ Guichai He  
    Name: Guichai He
Title: Director
 

 

  WEALTH WARRIOR GLOBAL LIMITED  
     
     
  By:  /s/ Bingzhao Tan  
    Name: Bingzhao Tan
Title: Director
 

 

 

  By: /s/ GUICHAI HE  
    GUICHAI HE, an individual*  
       
       
  By:  /s/ BINGZHAO TAN  
    BINGZHAO TAN, an individual*  

 

* These reporting persons disclaim beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.