Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
September 25 2023 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to be Included in Statements
Filed Pursuant to §240.13d-1(a) and Amendments Thereto Filed Pursuant to §240.13d-2(a)
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Karat Packaging Inc.
(Name of Issuer)
Common Stock, par value
$0.001 per share
(Title of Class of Securities)
Common Stock - 48563L101
(CUSIP Number)
Marvin Cheng
Karat Packaging Inc.
6185 Kimball Avenue
Chino, CA 91708
(626) 965-8882
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
September 12, 2023
(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 Nos. 48563L101 |
|
Page
2 of 5 |
1. |
NAMES
OF REPORTING PERSONS
Marvin
Cheng |
|
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 |
|
5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER |
6,099,727
shares of Common Stock |
8. |
SHARED
VOTING POWER |
|
9. |
SOLE
DISPOSITIVE POWER |
6,099,727
shares of Common Stock |
10. |
SHARED
DISPOSITIVE POWER |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,099,727
shares of Common Stock |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions)
|
☐ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.66%
of Common Stock(1) |
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) | Based on 19,893,846 shares of the Issuer’s Common Stock outstanding as of September 7, 2023. |
CUSIP Nos. 48563L101 |
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Page
3 of 5 |
Item 1. Security and Issuer.
This Amendment No. 2 (the “Amendment”) amends and
supplements the statements on Schedule 13D filed on October 6, 2021, as previously amended (the “Schedule 13D”) by
Marvin Cheng (the “Reporting Person”) relating to the shares of common stock, par value $0.001 per share (the
“Common Stock”) of Karat Packaging Inc., a Delaware corporation (the “Issuer”), with the principal executive
offices located at 6185 Kimball Avenue Chino, CA 91708. Other than as set forth herein, there has been no material change in the
information set forth in the Schedule 13D. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Schedule 13D.
This Amendment is being filed solely for the purpose of amending the
Reporting Person’s percentage ownership of the Issuer’s Common Stock following the completion of an underwritten secondary
offering by the Issuer on September 12, 2023, pursuant to which the Reporting Person sold 650,000 shares of Common Stock (the “Offering”).
Item 4. Purpose of Transaction.
This Amendment supplements Item 4(a) as follows:
Underwriting Agreement
On September 7, 2023, in connection with the Offering, the Reporting
Person entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”)
and the Issuer, pursuant to which the Reporting Person agreed to sell 500,000 shares of the Common Stock at an offering price of
$21.00 per share (or $20.265 net of underwriting discounts). In addition, the Reporting Person granted the Underwriter a 30-day option
to purchase an additional 150,000 shares of Common Stock. The Reporting Person completed the Offering on September 12, 2023.
Lock-up Agreement
In connection with the Offering, the Reporting Person agreed with the
Underwriter, subject to specified exceptions, not to, and not to cause its direct or indirect affiliates to, offer, pledge or sell or
otherwise transfer any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, for a period
of 120 days after September 7, 2023, except with the prior written consent of the Underwriter (the “Lock-up Agreement”).
References to and descriptions of the Underwriting Agreement and Lock-up
Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text
of such agreements, each of which has been filed as an exhibit hereto and incorporated by reference herein.
CUSIP Nos. 48563L101 |
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Page
4 of 5 |
Item 5. Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and replaced with the following text:
(a) | The Reporting Person is the beneficial owner of 6,099,727
shares of Common Stock, representing 30.66% of the Issuer’s issued and outstanding shares of Common Stock. The percentage of beneficial
ownership is based upon 19,893,846 shares of Common Stock outstanding as of September 7, 2023. |
(b) | Mr. Cheng has sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the 6,099,727 shares of the Issuer’s shares of Common Stock owned directly by
him. (See Rows 7-10 of page 2 herein.) |
(c) | Please see Item 3 above for the description of the transactions
relative to the shares disposed by the Reporting Person. |
(d) | The Reporting Person knows of no other person who has the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. |
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not applicable.
Item 7. Materials to be Filed as Exhibits.
CUSIP Nos. 48563L101 |
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Page
5 of 5 |
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, 2023 |
By: |
/s/
Marvin Cheng |
|
|
Marvin Cheng |
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