| Item 1. | |
| (a) | Name of issuer:
ALT5 Sigma Corp |
| (b) | Address of issuer's principal executive offices:
325 E. Warm Springs Road, Suite 102, Las Vegas, NEVADA, 89119 |
| Item 2. | |
| (a) | Name of person filing:
Soul Ventures Holdings Ltd |
| (b) | Address or principal business office or, if none, residence:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
This statement is filed by Soul Ventures Holdings Ltd, with respect to the portion of Common Stock held by Soul Ventures Holdings Ltd. Soul Ventures Holdings Ltd acts as the investment manager of the portfolio holdings of the fund. |
| (c) | Citizenship:
British Virgin Islands |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share (the "Shares") |
| (e) | CUSIP No.:
47089W104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Soul Ventures Holdings Ltd maybe be deemed to beneficially own 11,333,200 Shares. |
| (b) | Percent of class:
The number of Shares that Soul Ventures Holdings Ltd may be deemed to beneficially own constitutes 9.2% of the Shares outstanding. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Soul Ventures Holdings Ltd: 11,333,200.
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
11,333,200. Same as Item 4(a).
|
| | (iv) Shared power to dispose or to direct the disposition of:
0.
The securities disclosed herein as potentially beneficially owned by Soul Ventures Holdings Ltd are held by entities subject to voting control and investment discretion by Soul Ventures Holdings Ltd and/or other investment managers that may be controlled by Soul Ventures Holdings Ltd (the managing member of Soul Ventures Holdings Ltd). The foregoing should not be construed in and of itself as an admission by Soul Ventures Holdings Ltd as to beneficial ownership of the securities held by such entities.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(c)