Statement of Ownership (sc 13g)
13 Februar 2017 - 10:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Stellar
Acquisition III Inc.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001
(Title
of Class of Securities)
Y8172W107
(CUSIP
Number)
December
31, 2016
(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 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).
CUSIP
No. Y8172W107
|
1.
|
|
Names
of Reporting Persons
Astra
Maritime Corp.
|
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
Republic
of the Marshall Islands
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
423,149(1)
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
423,149(1)
|
8.
|
Shared
Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
423,149(1)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
4.6%(1)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
See Item 4. Prokopios (Akis) Tsirigakis is the sole officer and director of Astra Maritime Corp. and Dominium Investments Inc. Consequently, Mr. Tsirigakis may be deemed the beneficial owner of the shares held by Astra Maritime Corp. and Dominium Investments Inc. and has sole voting and dispositive control over such shares.
|
|
(2)
|
Excludes 3,985,244 shares which may be purchased by exercising warrants that are not presently exercisable.
|
|
(3)
|
Based
on 9,010,177 shares of Common Stock that were outstanding as of October 13, 2016 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on October 14, 2016.
|
CUSIP
No. Y8172W107
|
1.
|
|
Names
of Reporting Persons
Dominium
Investments Inc.
|
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
Republic
of the Marshall Islands
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
500,176(1)
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
500,176(1)(2)
|
8.
|
Shared
Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
500,176(1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
5.6%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
See Item 4. Prokopios (Akis) Tsirigakis is the sole officer and director of Astra Maritime Corp. and Dominium Investments Inc. Consequently, Mr. Tsirigakis may be deemed the beneficial owner of the shares held by Astra Maritime Corp. and Dominium Investments Inc. and has sole voting and dispositive control over such shares.
|
|
(2)
|
Excludes 3,985,244 shares which may be purchased by exercising warrants that are not presently exercisable.
|
|
(3)
|
Based
on 9,010,177 shares of Common Stock that were outstanding as of October 13, 2016 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on October 14, 2016.
|
CUSIP
No. Y8172W107
|
1.
|
|
Names
of Reporting Persons
Prokopios
(Akis) Tsirigakis
|
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
Greece
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
923,325(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
923,325(1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
923,325(1)(2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
10.2%(1)(2)(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
IN
|
|
(1)
|
See
Item 4. Prokopios (Akis) Tsirigakis is the sole officer and director of Astra Maritime Corp. and Dominium Investments Inc. Consequently,
Mr. Tsirigakis may be deemed the beneficial owner of the shares held by Astra Maritime Corp. and Dominium Investments
Inc. and has sole voting and dispositive control over such shares.
|
|
(2)
|
Excludes
3,985,244 shares which may be purchased by exercising warrants that are not presently exercisable.
|
|
(3)
|
Based
on 9,010,177 shares of Common Stock that were outstanding as of October 13, 2016 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on October 14, 2016.
|
Item
1(a).
|
Name
of Issuer
|
|
|
|
Stellar
Acquisition III Inc. (the “Issuer”)
|
|
|
Item
1(b).
|
Address
of the Issuer’s Principal Executive Offices
|
|
|
|
90
Kifissias Avenue
Maroussi
15125
Athens,
Greece
|
|
|
Item
2(a).
|
Names
of Persons Filing
|
|
|
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
(i)
|
Astra
Maritime Corp.
|
|
|
|
|
(ii)
|
Dominium
Investments Inc.
|
|
|
|
|
(iii)
|
Prokopios
(Akis) Tsirigakis
|
Item
2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
|
|
|
The
address of the principal business and principal office of each of the Reporting Persons is
|
|
90
Kifissias Avenue, Maroussi 15125, Athens, Greece.
|
|
|
Item
2(c).
|
Citizenship
|
|
(i)
|
Astra
Maritime Corp. is a corporation incorporated in the Republic of the Marshall Islands.
|
|
|
|
|
(ii)
|
Dominium
Investments Inc. is a corporation incorporated in the Republic of the Marshall Islands.
|
|
|
|
|
(ii)
|
Prokopios
(Akis) Tsirigakis is a citizen of Greece.
|
Item
2(d).
|
Title
of Class of Securities
|
|
|
|
Common
Stock, $0.0001 par value per share.
|
|
|
Item
2(e).
|
CUSIP
Number
|
|
|
|
Y8172W107
|
|
|
Item
3.
|
If
this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether
the person filing is a:
|
|
☐
|
(a)
Broker or Dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
☐
|
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
|
|
|
☐
|
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
☐
|
(d)
Investment company registered under Section 8 of the Investment Company Act.
|
|
☐
|
(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
|
|
|
☐
|
(f)
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
☐
|
(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
|
|
|
☐
|
(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
☐
|
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
|
|
|
|
|
☐
|
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
|
|
|
|
Not
applicable
|
Item
4.
|
Ownership
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The
Reporting Persons own an aggregate of 923,325 shares of the Issuer’s common stock, representing 10.2% of the total
common stock issued and outstanding. Prokopios (Akis) Tsirigakis is the sole officer and director of Astra Maritime Corp.
and Dominium Investments Inc. Consequently, Mr. Tsirigakis may be deemed the beneficial owner of the shares held by Astra
Maritime Corp. and Dominium Investments Inc. and has sole voting and dispositive control over such shares.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
|
|
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 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.
|
Certification
|
|
|
|
Not
Applicable
|
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.
DATE:
February
13, 2017
|
ASTRA MARITIME CORP.
a Marshall Islands Corporation
|
|
|
|
|
By:
|
/s/ Prokopios (Akis) Tsirigakis
|
|
Name:
|
Prokopios
(Akis) Tsirigakis
|
|
Title:
|
Director
|
|
DOMINIUM INVESTMENTS INC.
a Marshall Islands Corporation
|
|
|
|
By:
|
/s/ Prokopios (Akis) Tsirigakis
|
|
Name:
|
Prokopios (Akis) Tsirigakis
|
|
Title
|
Director
|
|
/s/ Prokopios (Akis) Tsirigakis
|
|
Prokopios (Akis) Tsirigakis
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares
of common stock, $0.0001 par value per share, of Stellar Acquisition III Inc., and further agree that this Joint Filing Agreement
shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2017.
|
ASTRA MARITIME CORP.
a Marshall Islands Corporation
|
|
|
|
|
By:
|
/s/ Prokopios (Akis) Tsirigakis
|
|
Name:
|
Prokopios
(Akis) Tsirigakis
|
|
Title:
|
Director
|
|
DOMINIUM INVESTMENTS INC.
a Marshall Islands Corporation
|
|
|
|
By:
|
/s/ Prokopios (Akis) Tsirigakis
|
|
Name:
|
Prokopios (Akis) Tsirigakis
|
|
Title
|
Director
|
|
/s/ Prokopios (Akis) Tsirigakis
|
|
Prokopios (Akis) Tsirigakis
|
Stellar Acquisition Iii Inc. (MM) (NASDAQ:STLR)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Stellar Acquisition Iii Inc. (MM) (NASDAQ:STLR)
Historical Stock Chart
Von Jun 2023 bis Jun 2024