1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Absolute Return Strategies LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
125,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
125,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.68%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Fund Management, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
125,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
125,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.68%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IA, OO
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ari
Glass
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
125,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
125,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.68%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN, HC
|
Item
1.
|
(a)
|
Name
of Issuer
Wealthbridge Acquisition Limited (the “Issuer”)
|
|
|
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices
Flat
A, 6/F, Block A
Tonnochy
Towers, No. 272 Jaffe Road
Wanchai,
Hong Kong
|
|
|
|
Item
2.
|
(a)
|
Name
of Person Filing:
Boothbay Absolute Return Strategies LP*
Boothbay
Fund Management, LLC*
Ari
Glass*
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence
140 East 45th Street, 14th Floor
New
York, NY 10017
|
|
|
|
|
(c)
|
Citizenship
Boothbay Absolute Return Strategies LP – Delaware
Boothbay
Fund Management, LLC – Delaware
Ari
Glass – United States
|
|
|
|
|
(d)
|
Title
of Class of Securities
Ordinary Shares
|
|
|
|
|
(e)
|
CUSIP
Number
G4887W102
|
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: N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned:
Boothbay
Absolute Return Strategies LP – 125,000*
Boothbay
Fund Management, LLC – 125,000*
Ari
Glass – 125,000*
|
|
|
|
|
(b)
|
Percent
of class:
Boothbay
Absolute Return Strategies LP – 1.68%*
Boothbay
Fund Management, LLC – 1.68%*
Ari
Glass – 1.68%*
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
Boothbay
Absolute Return Strategies LP – 0
Boothbay
Fund Management, LLC – 0
Ari
Glass – 0
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
Boothbay
Absolute Return Strategies LP – 125,000*
Boothbay
Fund Management, LLC – 125,000*
Ari
Glass – 125,000*
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
Boothbay
Absolute Return Strategies LP – 0
Boothbay
Fund Management, LLC – 0
Ari
Glass – 0
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
Boothbay
Absolute Return Strategies LP – 125,000*
Boothbay
Fund Management, LLC – 125,000*
Ari
Glass – 125,000*
|
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*
The ordinary shares (the “Shares”) of Wealthbridge Acquisition Limited, a blank check company incorporated in the
British Virgin Islands (the “Issuer”), reported herein are held in the form of units (the “Units”). Each
Unit consists of one ordinary share, one redeemable warrant and one right to receive one-tenth (1/10) of an ordinary share upon
the consummations of an initial business combination (“Initial Business Combination”). Each warrant entitles the holder
thereof to purchase one-half (1/2) of one ordinary share. Each warrant will become exercisable on the later of the completion
of an Initial Business Combination, as described in more detail in the Issuer’s prospectus filed with the SEC on February
7, 2019 (the “Prospectus”), or 12 months from the date of the Prospectus, and will expire five years from the date
the Prospectus, or earlier upon redemption. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to
acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) ordinary
share.
The
Units are held by Boothbay Absolute Return Strategies LP, a Delaware limited partnership (the “Fund”), which is managed
by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity
as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Units held by the
Fund. Ari Glass is the Managing Member of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting
persons herein may be deemed to beneficially own an aggregate of 125,000 Shares, or 1.68% of the 7,457,500 Shares issued and outstanding
as of November 14, 2019 pursuant to the Issuer’s Quarterly Report for the quarter ended September 30, 2019, as filed with
the SEC on November 14, 2019..
This
report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities
reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each
of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting
person’s pecuniary interest therein.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following. [X]
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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: February 12, 2020
|
Boothbay Absolute Return Strategies LP
|
|
|
|
|
By:
|
Boothbay
Fund Management, LLC, its
investment
manager
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Boothbay Fund Management, LLC
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Ari Glass
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Individually
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The undersigned hereby consent and agree to
the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of 1934, as amended, with respect to the Shares
of Wealthbridge Acquisition Limited, together with any or all amendments thereto, when and if required. The parties hereto further
consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating
the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the
undersigned may mutually agree.
Dated:
February 12, 2020
|
Boothbay Absolute Return Strategies LP
|
|
|
|
|
By:
|
Boothbay
Fund Management, LLC, its
investment
manager
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Boothbay Fund Management, LLC
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Ari Glass
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Individually
|