UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Orisun
Acquisition Corp.
(Name of Issuer)
Common
Stock, $0.00001 par value
(Title of Class of Securities)
68632T208
(CUSIP Number)
December
31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| ☐ | Rule 13d-1 (c) |
| ☒ | Rule 13d-1 (d) |
* 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 the 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).
(Continued on following page(s))
Page 1 of 7 Pages
| CUSIP No. 68632T208 | 13G | Page 2 of 7 Pages |
| 1 | NAME
OF REPORTING PERSON Everstone Investments LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER 1,319,211(1) |
| 6 | SHARED VOTING POWER -0- | |
| SOLE DISPOSITIVE POWER 1,319,211 (1) | ||
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,319,211 (1) |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.81% |
| 12 | TYPE OF REPORTING PERSON* OO |
| (1) | Does not include (a) 116,601 shares of common stock issuable upon exercise of 233,201 warrants owned by Everstone Investments LLC or (b) 23,302 shares of common stock issuable upon conversion of rights owned by Everstone Investments LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) August 2, 2019, and expires 5 years after the completion of an initial business combination, or earlier upon redemption. The rights convert automatically upon the closing of a business combination. |
| CUSIP No. 68632T208 | 13G | Page 3 of 7 Pages |
| 1 | NAME
OF REPORTING PERSON Wei Chen |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION P.R. China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER 1,319,211(1) |
| 6 | SHARED VOTING POWER -0- | |
| SOLE DISPOSITIVE POWER 1,319,211 (1) | ||
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,319,211(1) |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.81% |
| 12 | TYPE OF REPORTING PERSON* FI |
| (1) | Consists of the common stock owned by Everstone Investments LLC. Does not include (a) 116,601 shares of common stock issuable upon exercise of 233,201 warrants owned by Everstone Investments LLC or (b) 23,302 shares of common stock issuable upon conversion of rights owned by Everstone Investments LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) August 2, 2019, and expires 5 years after the completion of an initial business combination, or earlier upon redemption. The rights convert automatically upon the closing of a business combination. |
| CUSIP No. 68632T208 | 13G | Page 4 of 7 Pages |
Item 1.
| (a) | Name of Issuer: Orisun Acquisition Corp. |
| (b) | Address of Issuer's Principal Executive Offices: |
555 Madison Avenue, Room 543, New York, NY 10022
Item 2.
| (a) | Name of Person Filing: Everstone Investments LLC |
Wei Chen
| (b) | Address of Principal Business Office or if none, Residence: |
c/o Orisun Acquisition Corp.
555 Madison Avenue, Room 543, New York, NY 10022
| (c) | Citizenship: Everstone Investments LLC – Delaware |
Wei Chen – P.R. China
| (d) | Title of Class of Securities: Common Stock, $0.00001 par value |
| (e) | CUSIP Number: 68632T208 |
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
Everstone Investments LLC – 1,319,211 shares.
Wei Chen – 1,319,211 shares. Consists of shares of common stock owned by Everstone Investments LLC .
The foregoing does not include (a) 116,601 shares of common stock issuable upon exercise of 233,201 warrants owned by Everstone Investments LLC or (b) 23,302 shares of common stock issuable upon conversion of rights owned by Everstone Investments LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) August 2, 2019, and expires 5 years after the completion of an initial business combination, or earlier upon redemption. The rights convert automatically upon the closing of a business combination.
Wei Chen has voting and dispositive power over the securities owned by Everstone Investments LLC.
| (b) | Percent of Class: |
Everstone Investments LLC – 22.81%
Wei Chen – 22.81%
| CUSIP No. 68632T208 | 13G | Page 5 of 7 Pages |
The foregoing percentages are based on 5,783,235 shares of common stock outstanding as of December 31, 2019.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Everstone Investments LLC – 1,319,211 shares.
Wei Chen – 1,319,211 shares.
| (ii) | shared power to vote or to direct the vote: |
Everstone Investments LLC – 0 shares.
Wei Chen – 0 shares.
| (iii) | sole power to dispose or to direct the disposition of: |
Everstone Investments LLC – 1,319,211 shares.
Wei Chen – 1,319,211 shares.
| (iv) | shared power to dispose or to direct the disposition of: |
Everstone Investments LLC – 0 shares.
Wei Chen – 0 shares.
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 68632T208 | 13G | Page 6 of 7 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.
February 14, 2020
| EVERSTONE INVESTMENTS LLC | |||
| By: | /s/ Wei Chen | ||
| Name: | Wei Chen | ||
| Title: | Director | ||
| /s/ Wei Chen | |||
| Wei Chen | |||
| CUSIP No. 68632T208 | 13G | Page 7 of 7 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.00001 par value, of Orisun Acquisition Corp., a Delaware company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 14, 2020.
| EVERSTONE INVESTMENTS LLC | |||
| By: | /s/Wei Chen | ||
| Name: | Wei Chen | ||
| Title: | Director | ||
| /s/Wei Chen | |||
| Wei Chen | |||