UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
voxeljet AG
(Name of Issuer)
American Depository Shares for Ordinary Shares
(Title of Class of Securities)
92912L206
(CUSIP Number)
January 3, 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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ 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 the disclosures provided in a prior cover page. |
The information required in 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. 92912L206
| 1. | Names of Reporting Persons.
Anzu Ventures II LLC1 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Florida, United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
828,943 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
828,943 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
828,943 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
IV | |||||
| 1 | The manager of Anzu Ventures II LLC is Anzu Industrial Capital Partners III GP, LLC, which has three individuals serving as the managers, each of whom shares voting and dispositive control over the voxeljet AG shares with no single person controlling investment or voting decisions with respect to such shares. |
Item 1(a) Name of Issuer:
voxelJet AG
Item 1(b) Address of Issuer’s Principal Executive Offices:
Paul-Lenz-Strasse 1a
86316 Friedberg
Germany
Item 2 (a) Name of Person Filing:
Anzu Ventures II LLC
Item 2 (b) Address of Principal Business Office or, if none, Residence:
12610 Race Track Road, Suite 250
Tampa, FL 33626
Item 2 (c) Citizenship:
Florida, United States of America
Item 2 (d) Title of Class of Securities:
American Depository Shares for Ordinary Shares
Item 2 (e) CUSIP Number:
92912L206
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(c), check whether the person filing is a:
Not applicable.
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:
828,943 American Depositary Shares (“ADS”). Each ADS represents one Ordinary Share.
(b) Percent of class:
9.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 828,943 shares
(ii) Shared power to vote or direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition of: 828,943 shares
(iv) Shared power to dispose or to direct the disposition of: 0 shares
Item 5. Ownership of 5 Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person
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. Certifications
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, other than activities solely in connection with a nomination under §240.14a-11.
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 correct.
Date: January 13, 2023
Anzu Ventures II LLC by its manager Anzu Industrial Capital Partners III GP, LLC, itself represented by one of its managers | ||
| By: | /s/ Whitney Haring-Smith | |
| Name: | Whitney Haring-Smith | |
| Title: | Manager | |
