UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d - 102)
Under the Securities Exchange Act of 1934
Amendment No. 3
SPOT MOBILE INTERNATIONAL LTD.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
753400100
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2010
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| 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. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: PSource Structured Debt Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
--------------------------------------------------------------------------------
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
--------------------------------------------------------------------------------
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
--------------------------------------------------------------------------------
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
-------------------------------------------------------------------------------
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |x|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Israel
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
--------------------------------------------------------------------------------
CUSIP No. 753400100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |x|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED ---------------------------------------------------------------
BY EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 627,094 shares of Common Stock.*
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
627,094 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,094 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|-|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
Item 1(a). Name of Issuer: Rapid Link, Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
300 71st Street, Suite 500, Miami Beach, Florida 33141
Item 2(a). Name of Person Filing: Laurus Capital Management, LLC
This Schedule 13G is also filed on behalf of PSource
Structured Debt Limited, a closed-ended company incorporated
with limited liability in Guernsey, Valens U.S. SPV I, LLC, a
Delaware limited liability company, Valens Offshore SPV I,
Ltd., a Cayman Islands limited company, Valens Offshore SPV
II, Corp., a Delaware corporation, Valens Capital Management,
LLC, a Delaware limited liability company, Eugene Grin and
David Grin. Laurus Capital Management, LLC manages PSource
Structured Debt Limited, subject to certain preapproval rights
of the board of directors of PSource Structured Debt Limited.
Valens Capital Management, LLC manages Valens U.S. SPV I, LLC,
and Valens Offshore SPV II, Corp. Eugene Grin and David Grin,
through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management,
LLC and share voting and investment power over the securities
owned by PSource Structured Debt Limited, Valens U.S. SPV I,
LLC and Valens Offshore SPV II, Corp. reported in this
Schedule 13G. Information related to each of PSource
Structured Debt Limited, Valens U.S. SPV I, LLC, Valens
Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene
Grin and David Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
875 Third Avenue, 3rd Floor,
New York, NY 10022
Item 2(c). Citizenship: Delaware
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 753400100
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 627,094 shares of Common Stock*
(b) Percent of Class: 2.53%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of
Common Stock*
(ii) shared power to vote or to direct the vote: 627,094
shares of Common Stock*
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock*
(iv) shared power to dispose or to direct the disposition of:
627,094 shares of Common Stock*
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 owner of more than five
percent of the class of securities, check the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: 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:
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.
------------
* Based on 24,150,000 shares of Common Stock outstanding after giving effect to
the 1-for-30 reverse stock split of the Common Stock of Spot Mobile
International Ltd. (f/k/a Rapid Link, Incorporated), a Delaware corporation (the
"Company"), effective on October 25, 2010, as reported by the Company in its
Schedule 14C Definitive Information Statement filed on October 4, 2010. All
share numbers in this Schedule 13G/A give effect to the reverse stock split. At
the effective time of the reverse stock split, every thirty shares of the
Company's issued and outstanding Common Stock immediately prior to the effective
time were combined into one share of Common Stock. No fractional shares were
issued as a result of the reverse stock split. As of December 31, 2010, PSource
Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens US"),
Valens Offshore SPV I, Ltd. ("VOFF SPV I"), and Valens Offshore SPV II, Corp.
("VOFF SPV II" and together with Psource, VOFF SPV I and Valens US, the
"Investors") held (i) a common stock purchase warrant (the " First Warrant") to
acquire 187,500 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments, (ii) a common stock purchase warrant (the "Second Warrant")
to acquire 147,928 Shares, at an exercise price of $0.01 per Share, subject to
certain adjustments and (iii) a common stock purchase warrant (the "Third
Warrant" and together with the First Warrant and the Second Warrant, the
"Warrants") to acquire 291,666 Shares, at an exercise price $0.01 per Share,
subject to certain adjustments. The Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation under the Warrants may be waived by the Investors upon 61
days prior written notice (provided, however, that such written notice of waiver
shall only be effective to the extent that no indebtedness of the Company to the
Investors is outstanding) to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. VOFF
SPV I, Valens U.S. and VOF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin through other entities are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Investors reported in this Schedule 13G.
SIGNATURE
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.
February 11, 2011
----------------------------------
Date
LAURUS CAPITAL MANAGEMENT, LLC
/s/ Eugene Grin
----------------------------------
Eugene Grin
Authorized Signatory
APPENDIX A
A. Name: PSource Structured Debt Limited, a closed-ended
company incorporated with limited liability in
Guernsey
Business Address: c/o Laurus Capital Management, LLC
875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Guernsey
B. Name: Valens U.S. SPV I, LLC
a Delaware limited liability company
Business Address: c/o Valens Capital Management, LLC
875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
C. Name: Valens Offshore SPV I, Ltd.,
a Cayman Islands limited company
Business Address: c/o Valens Capital Management, LLC
875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
D. Name: Valens Offshore SPV II, Corp.,
a Delaware Corporation
Business Address: c/o Valens Capital Management, LLC
875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
E. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
F. Name: Eugene Grin
Business Address: c/o Laurus Capital Management, LLC
875 Third Avenue, 3rd Floor
New York, New York 10022
Principal Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
G. Name: David Grin
Business Address: c/o Laurus Capital Management, LLC
875 Third Avenue, 3rd Floor
New York, New York 10022
Principal Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States and Israel
Each of PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore
SPV I, Ltd., Valens Offshore SPV II, Corp., Eugene Grin and David Grin hereby
agrees, by their execution below, that the Schedule 13G to which this Appendix A
is attached is filed on behalf of each of them, respectively.
PSource Structured Debt Limited
By: Laurus Capital Management, LLC
As investment manager
/s/ Eugene Grin
----------------------------------
Eugene Grin
Authorized Signatory
February 11, 2011
Valens U.S. SPV I, LLC
Valens Offshore SPV I, Ltd.
Valens Offshore SPV II, Corp.
By: Valens Capital Management, LLC
As investment manager
/s/ Eugene Grin
----------------------------------
Eugene Grin
Authorized Signatory
February 11, 2011
/s/ David Grin
----------------------------------
David Grin, on his individual behalf
February 11, 2011
/s/ Eugene Grin
----------------------------------
Eugene Grin, on his individual behalf
February 11, 2011