Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OptimumBank Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
68401P205
(CUSIP Number)
Heng Fai Chan
c/o Singapore eDevelopment Limited
7 Temasek Boulevard #29-01B, Suntec Tower One
Singapore 038987
011 65 6333 9181
(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
April 16, 2019
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other
parties to whom copies are to be sent.
* 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. 68401P205
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(1)
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Name
of reporting person:
American Pacific Bancorp, Inc.
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(2)
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Check
the appropriate box if a member of a group
(a) ☐ (b) ☐
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(3)
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SEC
use only
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(4)
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Source
of funds:
OO
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(5)
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Check if disclosure of legal proceedings is
required pursuant to Items 2(d) or
2(e) ☐
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(6)
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Citizenship
or place of organization:
Texas
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole
Voting Power:
92,980
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(8)
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Shared
Voting Power:
0
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(9)
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Sole
dispositive power:
92,980
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(10)
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Shared
dispositive power:
0
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(11)
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Aggregate
amount beneficially owned by each reporting person:
92,980
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(12)
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Check box if the aggregate amount in Row (11)
excludes certain shares ☐
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(13)
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Percent
of class represented by amount in Row (11):
5.0%(1)
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(14)
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Type
of reporting person:
CO
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(1)
Based on 1,858,020 shares of the Issuer’s common stock issued
and outstanding as of March 25, 2019, as reported in the
Issuer’s Annual Report.
CUSIP No. 68401P205
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(1)
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Name of reporting person:
Heng Fai Chan
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(2)
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Check the appropriate box if a member of a group
(a) ☐ (b) ☐
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(3)
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SEC use only
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(4)
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Source of funds:
PF
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(5)
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Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of organization:
Singapore
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole Voting Power:
104,480
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(8)
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Shared Voting Power:
0
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(9)
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Sole dispositive power:
104,480
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(10)
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Shared dispositive power:
0
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(11)
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Aggregate amount beneficially owned by each reporting
person:
104,480
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(12)
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Check box if the aggregate amount in Row (11) excludes certain
shares ☐
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(13)
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Percent of class represented by amount in Row (11):
5.6%(1)
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(14)
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Type of reporting person:
IN
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(1)
Based on 1,858,020 shares of the Issuer’s common stock issued
and outstanding as of March 25, 2019, as reported in the
Issuer’s Annual Report.
Item 1. Security and
Issuer.
This
statement relates to the common stock, $0.01 par value, of
OptimumBank Holdings, Inc., a Florida corporation (the
“Company”). The Company’s address is 2477 East
Commercial Boulevard, Fort Lauderdale, FL 33308 and its telephone
number is (954) 900-2800.
Item 2. Identity and
Background.
(a)
This Schedule 13D is filed by Heng Fai Chan and American
Pacific Bancorp, Inc. Each of the foregoing is referred to as a
“Reporting Person” and collectively as the
“Reporting Persons”.
(b)
The business
addresses of the Reporting Persons are as follows: (i) Heng Fai
Chan is c/o Singapore eDevelopment Limited, 7 Temasek
Boulevard #29-01B, Suntec Tower One, Singapore 038987; and (ii)
American Pacific Bancorp, Inc. is 4800 Montgomery Lane, Suite 210,
Bethesda, MD 20814.
(c)
Heng Fai Chan is the Chairman and Chief Executive Officer of
Singapore eDevelopment Limited and is the Chairman and Chief
Executive Officer of HF Enterprises Inc. The business address of
Singapore eDevelopment Limited is 7 Temasek Boulevard #29-01B,
Suntec Tower One, Singapore 038987. American Pacific Bancorp, Inc.
is a bank holding company.
(d)
No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
No
Reporting Person has, during the last 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.
(f)
Heng Fai Chan is a citizen of Singapore. American Pacific
Bancorp, Inc. is a Texas Corporation.
Item 3. Source and Amount of
Funds or Other Consideration.
Between
February 9, 2016 and March 17, 2016, Mr. Chan purchased 11,500
shares of the Company’s common stock through a broker for a
total of $48,822.42. On June 7, 2016, Mr. Chan purchased 92,980
shares directly from the Company for $4.04 per share, for a total
purchase price of $375,639.20. All such purchases were made by Mr.
Chan with personal funds.
On
April 16, 2019, Mr. Chan transferred 92,980 shares to American
Pacific Bancorp, Inc., a company of which he is the majority
shareholder and a member of the board, in exchange for 1,906,090
shares of the common stock of American Pacific Bancorp,
Inc.
Item 4. Purpose of
Transaction.
Mr.
Chan initially purchased the Company’s shares for investment
purposes. On June 26, 2018, Mr. Chan joined the Company’s
Board of Directors. Mr. Chan has transferred the shares to American
Pacific Bancorp, Inc. as an investment that American Pacific
Bancorp, Inc. will now hold.
Item 5. Interest in Securities
of the Issuer.
(a)
As
of the date hereof, Mr. Chan beneficially owns 104,480 shares of
the Company’s common stock, which represents 5.6% of the
1,858,020 issued and outstanding shares of Company’s common
stock. This includes the 92,980 shares of common stock beneficially
owned through Mr. Chan’s control of American Pacific Bancorp,
Inc.
(b)
Mr. Chan has
sole voting and dispositive power over the shares of common stock
reported as beneficially owned by him.
(c)
NeitherReporting Person has acquired any shares of
the Company’s common stock during the previous sixty
days.
Item 6.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On
April 16, 2019 the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with
Respect to the securities of the Issuer to the extent required by
applicable law. The Joint Filing Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. Other than as
described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
99.1 Joint Filing
Agreement dated April 16, 2019 between Heng Fai Chan and American
Pacific Bancorp, Inc.
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.
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Dated:
April 16, 2019
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/s/ Heng Fai
Chan
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Name: Heng
Fai Chan
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American Pacific Bancorp, Inc.
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/s/ Heng Fai
Chan
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Name: Heng
Fai Chan
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Title:
Chairman
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