0001213900-17-001259.txt : 20170213 0001213900-17-001259.hdr.sgml : 20170213 20170213160525 ACCESSION NUMBER: 0001213900-17-001259 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 GROUP MEMBERS: DOMINIUM INVESTMENTS INC. GROUP MEMBERS: PROKOPIOS (AKIS) TSIRIGAKIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Stellar Acquisition III Inc. CENTRAL INDEX KEY: 0001665300 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89604 FILM NUMBER: 17599023 BUSINESS ADDRESS: STREET 1: 90 KIFISSIAS AVENUE CITY: MAROUSSI, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: 302108764858 MAIL ADDRESS: STREET 1: 90 KIFISSIAS AVENUE CITY: MAROUSSI, ATHENS STATE: J3 ZIP: 15125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Astra Maritime Corp CENTRAL INDEX KEY: 0001522338 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 85 AKTI MIAOULI STREET CITY: PIRAEUS STATE: J3 ZIP: 185 38 BUSINESS PHONE: (011)30-210-459500 MAIL ADDRESS: STREET 1: 85 AKTI MIAOULI STREET CITY: PIRAEUS STATE: J3 ZIP: 185 38 SC 13G 1 sc13g0217astra_stellaracq.htm SCHEDULE 13G

 

 

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 

 

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.

 

 2 

 

 

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.

   

 3 

 

 

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.

 

 4 

 

 

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).

 

 5 

 

 

  (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

 

 6 

 

 

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)

 

 7 

 

 

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