èƵ

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

èƵ Group, Inc

 

(Name of Issuer)

Common Stock

 

(Title of Class of Securities)

04530L203

 

(CUSIP Number)

Long Focus Capital Management LLC
207 Calle Del Parque
A&M Tower, 8th Floor
San Juan, PR 00912
(787) 333-0240

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2023

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x  Rule 13d-1(b)
o  Rule 13d-1(c)
o  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 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 No. 04530L203   13G   Page 2 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LONG FOCUS CAPITAL MANAGEMENT, LLC
46-2772035
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE, USA
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER

2,713,592

  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
2,713,592

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,713,592 shares

   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.7%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IA
   
 
 
         
CUSIP No. 04530L203   13G   Page 3 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LONG FOCUS CAPITAL MASTER, LTD.
46-3004723
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER

991,512

  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
991,512

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

991,512 shares

   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%
   
12.   TYPE OF REPORTING PERSON (see instructions)

FI
   
 
 
         
CUSIP No. 04530L203   13G   Page 4 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CONDAGUA, LLC
47-3021161
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE, USA
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER

1,722,080

  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
1,722,080

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,722,080 shares

   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%
   
12.   TYPE OF REPORTING PERSON (see instructions)

OO
   
 
 
         
CUSIP No. 04530L203   13G   Page 5 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

JOHN B. HELMERS
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER

2,713,592

  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
2,713,592

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,713,592 shares

   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.7%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 
         
CUSIP No. 04530L203   13G   Page 6 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

A. GLENN HELMERS
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER

1,722,080

  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
1,722,080

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,722,080 shares

   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 
         
CUSIP No. 04530L203   13G   Page 7 of 10 Pages
         

Item 1.

 

  (a) Name of Issuer
ASPEN GROUP, INC
     
  (b)

Address of Issuer’s Principal Executive Offices
276 5th Avenue
Suite 505
New York, NY 10001

     

Item 2.

 

  (a)

Name of Person Filing
LONG FOCUS CAPITAL MANAGEMENT, LLC

LONG FOCUS CAPITAL MASTER, LTD.

CONDAGUA, LLC
JOHN B. HELMERS
A. GLENN HELMERS

     
  (b)

Address of the Principal Office or, if none, residence
207 CALLE DEL PARQUE

A&M TOWER, 8TH FLOOR

SAN JUAN, PR 00912

     
  (c) Citizenship
Long Focus Capital Management, LLC, a Delaware single member limited liability company;
Long Focus Capital Master, LTD., a Cayman Islands limited company;
Condagua, LLC, a Delaware single member limited liability company;
John B. Helmers, a United States citizen; and
A. Glenn Helmers, a United States citizen.
     
  (d) Title of Class of Securities
COMMON STOCK
     
  (e) CUSIP Number
04530L203

 
 
         
CUSIP No. 04530L203   13G   Page 8 of 10 Pages
         

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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o 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);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       

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.

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on December 31, 2023.

 

Long Focus Capital Management, LLC, John B. Helmers, and A. Glenn Helmers directly own no Common Stock. Pursuant to an investment management agreement, Long Focus Capital Management, LLC maintains investment and voting power with respect to the securities held by Long Focus Capital Master, Ltd. John B. Helmers controls Long Focus Capital Management, LLC, and has investment and voting power with respect to Condagua, LLC. A. Glenn Helmers controls Condagua, LLC.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 
 
         
CUSIP No. 04530L203   13G   Page 9 of 10 Pages
         

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     o.

Instruction. Dissolution of a group requires a response to this item.

NOT APPLICABLE

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

NOT APPLICABLE

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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.  Certification.

       
  (a)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
         
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.  
         
  (b)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
         
      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.  
 
 
         
CUSIP No. 04530L203   13G   Page 10 of 10 Pages
         

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.

 

Date: February 14, 2024

 

  LONG FOCUS CAPITAL MANAGEMENT, LLC
   
  /s/ John B. Helmers
  John B. Helmers/Managing Member
   
  LONG FOCUS CAPITAL MASTER, LTD.
  BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
ITS: INVESTMENT ADVISER
   
  /s/ John B. Helmers
  John B. Helmers/Managing Member
   
  CONDAGUA, LLC
   
  /s/ A. Glenn Helmers
  A. Glenn Helmers/Managing Member
   
  JOHN B. HELMERS
   
  /s/ John B. Helmers
  John B. Helmers
   
  A. GLENN HELMERS
   
  /s/ A. Glenn Helmers
  A. Glenn Helmers