UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

(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*

 

H/CELL ENERGY CORPORATION

 

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $.0001 PER SHARE

 

(Title of Class of Securities)

 

404123 101

 

(CUSIP Number)

 

James M. Turner, Esq.

Marc J. Ross, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37 th Floor

New York, NY 10036

Tel: (212) 930-9700

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 1, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

1 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 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. 404123 101 13D Page 2 of 6 Pages

 

 

1

 

NAME OF REPORTING PERSONS

 

Benis Holdings LLC

 

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 ITEM 2(d) or 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Pennsylvania

 

NUMBER OF SHARES

 

7

 

SOLE VOTING POWER

444,445

 

BENEFICIALLY

OWNED BY

 

8

 

SHARED VOTING POWER

0

 

EACH

REPORTING

 

9

 

SOLE DISPOSITIVE POWER

444,445

 

PERSON WITH

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

444,445

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9% (1)

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

               OO

 

(1) This percentage is calculated based upon 7,486,024 shares of the Issuer’s common stock outstanding (as of February 1, 2018), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 5, 2018.

 

 

 

 

CUSIP No. 404123 101 13D Page 3 of 6 Pages

 

 

1

 

NAME OF REPORTING PERSONS

 

Paul V. Benis, Jr.

 

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)            PF

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF SHARES

 

7

 

SOLE VOTING POWER

444,445

 

BENEFICIALLY

OWNED BY

 

8

 

SHARED VOTING POWER

0

 

EACH

REPORTING

 

9

 

SOLE DISPOSITIVE POWER

444,445

 

PERSON WITH

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

444,445

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9% (1)

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

           IN

 

(1) This percentage is calculated based upon 7,486,024 shares of the Issuer’s common stock outstanding (as of February 1, 2018), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 5, 2018.

 

 

 

 

CUSIP No. 404123 101 13D Page 4 of 6 Pages

 

Item 1. Security and Issuer.

 

This statement relates to the Common Stock, par value $0.0001 per share (the “ Common Stock ”), of H/Cell Energy Corporation, a Nevada Corporation (the “ Issuer ”). The Issuer’s principal executive offices are located at 97 River Road, Flemington, New Jersey 08822.

 

Item 2. Identity and Background.

 

This statement is filed on behalf of (1) Benis Holdings LLC, a Pennsylvania limited liability company (“ Benis Holdings ”); and (2) Paul V. Benis, Jr., a United States citizen (“ P. Benis ”). Such parties are referred to herein individually as a “ Reporting Person ” and collectively as the “ Reporting Persons .”

 

P. Benis is the Managing Member of Benis Holdings. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock owned by any person other than such Reporting Person except to the extent of any pecuniary interest therein.

 

The principal business address of each Reporting Person is c/o H/Cell Energy Corporation, 97 River Road, Flemington, New Jersey 08822.

 

None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Stock Purchase Agreement

 

On February 1, 2018, pursuant to a Stock Purchase Agreement entered into by and among the Issuer, PVBJ Inc. (“ PVBJ ”) and Benis Holdings, the sole shareholder of PVBJ, Benis Holdings exchanged all of its shares of PVBJ common stock for 444,445 newly issued shares of common stock of the Issuer.

 

Item 4. Purpose of Transaction.

 

Each Reporting Person acquired all of their common stock for investment purposes.

 

In connection with the acquisition of PVBJ, P. Benis was appointed as an Executive Vice President of the Issuer. In this capacity, P. Benis takes and will continue to take an active role in the Issuer’s management and strategic direction. Additionally, in their capacities as stockholders of the Issuer, the Reporting Persons review and intend to continue to review, on an ongoing and continued basis, their investments in the Issuer. Depending on the factors discussed below and subject to applicable law, any Reporting Person may from time to time acquire additional securities of the Issuer or otherwise dispose of some or all of such securities of the Issuer. Any transactions that any Reporting Person may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to such Reporting Person, tax considerations and other factors.

 

 

 

 

CUSIP No. 404123 101 13D Page 5 of 6 Pages

 

Other than as described above and other than in his capacity as an officer of the Issuer, neither P. Benis nor any other Reporting Person currently has plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although either Reporting Person may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their respective advisors, the Issuer or other persons).

 

Item 5. Interest in Securities of the Issuer.

 

Benis Holdings beneficially owns 444,445 shares of the Issuer’s common stock. P. Benis, as Managing Member of Benis Holdings, is deemed to also beneficially own 444,445 shares of the Issuer’s common stock. Based upon 7,486,024 shares of the Issuer’s common stock outstanding (as of February 1, 2018), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 5, 2018, the shares of the Issuer’s common stock beneficially owned by each Reporting Person constitutes approximately 5.9% of the common stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1).

 

The following table sets forth the number of shares of common stock as to which the Reporting Persons have (i) the sole power to vote or direct the voting of the shares, (ii) the sole power to dispose or to direct the disposition of the shares or (iii) shared power to vote or direct the vote or dispose or direct disposition of the shares:

 

Reporting Person   Sole
Voting
Power
    Shared
Voting
Power
    Sole
Dispositive
Power
    Shared
Dispositive
Power
 
Benis Holdings LLC     444,445       0       444,445       0  
                                 
Paul V. Benis, Jr.     444,445       0       444,445       0  

 

Except as set out above, the Reporting Persons have not effected any other transactions in any securities of the Issuer in the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

By virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. Other than the relationship between the Reporting Persons as described above under Items 2-5 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to any securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

1. Form of Stock Purchase Agreement, dated as of February 1, 2018, by and among H/Cell Energy Corporation, PVBJ Inc. and Benis Holdings LLC, filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 5, 2018 and incorporated herein by reference.
2. Joint Filing Agreement, dated as of February 5, 2018, by and between Benis Holdings LLC and Paul V. Benis, Jr. (filed herewith).

 

 

 

 

CUSIP No. 404123 101 13D Page 6 of 6 Pages

 

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 accurate.

 

February 5, 2018    
     
  BENIS HOLDINGS LLC
     
  By: /s/ PAUL V. BENIS, JR.
  Name: Paul V. Benis, Jr.
  Title: Managing Member
     
  /s/ PAUL V. BENIS, JR
  Paul V. Benis, Jr.

 

 

 

 

 

 

Exhibit 2

JOINT FILING AGREEMENT

 

This Joint Filing Agreement is filed as an exhibit to Schedule 13D being filed by Benis Holdings LLC and Paul V. Benis, Jr. in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13D to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.

 

This Joint Filing Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

 

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 5, 2018.

 

  BENIS HOLDINGS LLC
     
  By: /s/ PAUL V. BENIS, JR.
  Name: Paul V. Benis, Jr.
  Title: Managing Member
     
  /s/ PAUL V. BENIS, JR
  Paul V. Benis, Jr.