Edgar Filing: MICRONET ENERTEC TECHNOLOGIES, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Micronet Enertec Technologies, Inc.

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

595117102

(CUSIP Number)

February 15, 2018

(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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

Page 2

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		D-Beta One EQ, Ltd.
		(98-1313180)
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
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:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0%
12.		Type of Reporting Person (See Instructions):

		OO

Page 3

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		D-Beta One Blocker EQ, Ltd.
		(98-1312787)
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
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:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0%
12.		Type of Reporting Person (See Instructions):

		OO

Page 4

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		D-Beta One Growth and Opportunity Fund Offshore, LP
		(98-1312519)
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
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:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0%
12.		Type of Reporting Person (See Instructions):

		PN

Page 5

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		Delta Beta Advisors, LLC
		(81-3109521)
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization:

		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:

		0
	6.	Shared Voting Power:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0% (see Item No. 6 Below)
12.		Type of Reporting Person (See Instructions):

		OO

Page 6

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		Delta Beta Advisors, LP
		(81-3014898)
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization:

		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:

		0
	6.	Shared Voting Power:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0% (see Item No. 6 Below)
12.		Type of Reporting Person (See Instructions):

		PN

Page 7

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		D-Beta One GP, LLC
		(81-3005935)
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization:

		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:

		0
	6.	Shared Voting Power:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0% (see Item No. 6 Below)
12.		Type of Reporting Person (See Instructions):

		OO

Page 8

CUSIP No. 595117102


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)

		Mark Angelo
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization:

		U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:

		0
	6.	Shared Voting Power:

		0
	7.	Sole Dispositive Power:

		0
	8.	Shared Dispositive Power:

		0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:

		0
10.		Check if the Aggregate Amount in Row (9) ¨
		Excludes Certain Shares (See Instructions)

11.		Percentage of Class Represented by Amount in Row (9):

		0.0% (see Item No. 6 Below)
12.		Type of Reporting Person (See Instructions):

		IN

Page 9

Item 1.

	(a)	Name of Issuer:
		Micronet Enertec Technologies, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:
		28 W Grand Ave, Ste. 3
		Montvale, NJ 07645

Item 2. Identity and Background.

	(a)	Name of Person Filing: D-Beta One EQ, Ltd.

	(b)	Address of Principal Executive Office or, if none, Residence of Reporting Persons:
		1012 Springfield Ave.
		Mountainside, NJ 07092

	(c)	Citizenship: Cayman Islands

	(d)	Title of Class of Securities: Common Shares, par value $0.001 per share

	(e)	CUSIP Number: 595117102

Item 3. If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

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

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: 0

	(b)	Percentage of Class: 0.0%

	(c)	Number of shares as to which the person has:

	(i)	Sole Power to vote or to direct the vote: 0

	(ii)	Shared power to vote or to direct the vote: 0%

	(iii)	Sole power to dispose or to direct the disposition: 0

	(iv)	Shared power to dispose or to direct the disposition: 0%

Page 10

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 x.

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 or Control Person.

Not Applicable

Item 8. Identification and Classification of Member 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 participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

Page 11

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.

	REPORTING PERSON:

D-Beta One EQ, Ltd.

By: Delta Beta Advisors, LLC
Its: Investment Manager

By:	/s/ Troy J. Rillo, Esq.	Date:	2/15/2018
	Troy J. Rillo, Esq.
	Chief Compliance Officer

D-Beta One Blocker EQ, Ltd.

By:	/s/ Troy J. Rillo, Esq.	Date:	2/15/2018
	Troy J. Rillo, Esq.
	Chief Compliance Officer

D-Beta One Growth and Opportunity Fund Offshore, LP

By:	D-Beta One GP, LP
Its:	General Partner

By:	D-Beta One GP, LLC
Its:	General Partner

By:	/s/ Troy J. Rillo, Esq.	Date:	2/15/2018
	Troy J. Rillo, Esq.
	Chief Compliance Officer

Delta Beta Advisors, LLC

By:	/s/ Troy J. Rillo, Esq.	Date:	2/15/2018
	Troy J. Rillo, Esq.
	Chief Compliance Officer

D-Beta One GP, LP

By:	D-Beta One GP, LLC
Its:	General Partner

By:	/s/ Troy J. Rillo, Esq.	Date:	2/15/2018
	Troy J. Rillo, Esq.
	Chief Compliance Officer

Page 12

D-Beta One GP, LLC

By:	/s/ Troy J. Rillo, Esq.	Date:	2/15/2018
	Troy J. Rillo, Esq.
	Chief Compliance Officer

By:	/s/ Mark Angelo	Date:	2/15/2018
	Mark Angelo