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Long Focus Capital Management, LLC, et al. – ‘SC 13G’ on 5/20/22 re: Aspen Group, Inc.

On:  Friday, 5/20/22, at 4:28pm ET   ·   Accession #:  1019056-22-399   ·   File #:  5-87012

Previous ‘SC 13G’:  ‘SC 13G’ on 5/3/22   ·   Next:  ‘SC 13G/A’ on 2/14/23   ·   Latest:  ‘SC 13G’ on 4/17/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/20/22  Long Focus Capital Mgmt, LLC      SC 13G                 3:151K Aspen Group, Inc.                 Borer Fin’l Comms, Inc.
          A. Glenn Helmers
          Condagua, LLC
          John B. Helmers
          Long Focus Capital Management, LLC
          Long Focus Capital Master, Ltd.

Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership    HTML     66K 
                by a "Passive" Investor                                          
 2: EX-1        Underwriting Agreement or Conflict Minerals Report  HTML     10K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML      6K 
                Liquidation or Succession

‘SC 13G’   —   Statement of Acquisition of Beneficial Ownership by a “Passive” Investor

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Aspen 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)

 

February 10, 2022

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  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).

 
 C: 
 
         
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)    x
(b)    o		    
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
 
1,501,163
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
1,501,163

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,501,163 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)

6.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
         

 C: 
 
 
         
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)    x
(b)    o		    
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
 
740,000
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
740,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

740,000 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)

2.9%		    
12.   TYPE OF REPORTING PERSON (see instructions)

FI		    
         

 C: 
 
 
         
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)    x
(b)    o		    
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
 
761,163
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
761,163

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

761,163 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)

3.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
         

 C: 
 
 
         
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)    x
(b)    o		    
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
 
1,501,163
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
1,501,163

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,501,163 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)

6.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    
         

 C: 
 
 

         
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)    x
(b)    o		    
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
 
761,163
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
761,163

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

761,163 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)

3.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    
         

 C: 
 
 

         
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
 C: 
 
 
         
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) o 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.

 

(a)Long Focus Capital Master, Ltd. is the beneficial owner of record of 740,000 shares of Common Stock. Condagua, LLC is the beneficial owner of record of 761,163 shares of Common Stock. Long Focus Capital Management, LLC (“LFCM”) and John B. Helmers may be deemed to beneficially own the 740,000 shares of Common Stock held by the Long Focus Capital Master, Ltd. and the 761,163 shares of Common Stock held by Condagua, LLC as the family office investment adviser and the principal of LFCM, respectively. A. Glenn Helmers is the beneficial owner of the 761,163 shares of Common Stock held by Condagua, LLC.

 

(b)Percent of class owned:

Condagua, LLC; A. Glenn Helmers: 3.0%

Long Focus Capital Master, Ltd.: 2.9%

Long Focus Capital Management, LLC; John B. Helmers: 6.0%

 

(c)Long Focus Capital Management, LLC and John B. Helmers may direct the vote and disposition of the 740,000 shares of Common Stock held by Long Focus Capital Master, Ltd.

Long Focus Capital Management, LLC, John B. Helmers, and A.Glenn Helmers may direct the vote and disposition of the 761,163 shares of Common Stock held by Condagua, LLC.

 

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

 C: 
 
 
         
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.

 C: 
 
 
         
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: May 20, 2022

 

  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
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing    Date    Other Filings
Filed on:5/20/22
2/10/228-K,  8-K/A
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