0001193125-18-251540.txt : 20180817 0001193125-18-251540.hdr.sgml : 20180817 20180817142157 ACCESSION NUMBER: 0001193125-18-251540 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180817 DATE AS OF CHANGE: 20180817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cool Holdings, Inc. CENTRAL INDEX KEY: 0001274032 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 330599368 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79915 FILM NUMBER: 181025517 BUSINESS ADDRESS: STREET 1: 48 NW 25TH STREET STREET 2: SUITE 108 CITY: MIAMI STATE: FL ZIP: 33127 BUSINESS PHONE: 8583731675 MAIL ADDRESS: STREET 1: 48 NW 25TH STREET STREET 2: SUITE 108 CITY: MIAMI STATE: FL ZIP: 33127 FORMER COMPANY: FORMER CONFORMED NAME: InfoSonics Corp DATE OF NAME CHANGE: 20170925 FORMER COMPANY: FORMER CONFORMED NAME: INFOSONICS Corp DATE OF NAME CHANGE: 20130401 FORMER COMPANY: FORMER CONFORMED NAME: INFOSONICS CORP DATE OF NAME CHANGE: 20031219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Caravel CAD Fund Ltd. CENTRAL INDEX KEY: 0001743002 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: #6 LYFORD CAY SHOPPING CENTRE CITY: NEW PROVIDENCE STATE: C5 ZIP: 00000 BUSINESS PHONE: 647-490-4844 MAIL ADDRESS: STREET 1: #6 LYFORD CAY SHOPPING CENTRE CITY: NEW PROVIDENCE STATE: C5 ZIP: 00000 SC 13G/A 1 d607440dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G / A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Cool Holdings, Inc. (formerly known as InfoSonics Corporation)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

456784305

(CUSIP Number)

August 16, 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 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.: 456784305

 

  (1)   

Names of reporting persons

 

Caravel CAD Fund Ltd.

  (2)  

Check the appropriate box if a member of a group (see instructions)

☐  (a)        ☐  (b)

 

N/A

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Bahamas

Number of shares beneficially owned by each reporting person

with:

    (5)    

Sole voting power

 

307,165

   (6)   

Shared voting power

 

0

   (7)   

Sole dispositive power

 

307,165

   (8)   

Shared dispositive power

 

0

  (9)  

Aggregate amount beneficially owned by each reporting person

 

307,165

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

Percent of class represented by amount in Row (9)

 

4.265% (1)

(12)  

Type of reporting person (see instructions)

 

OO

 

(1)

Based on 7,202,284 shares of common stock of the issuer outstanding as of August 16, 2018 as disclosed by the issuer in the issuer’s press release dated August 16, 2018 attached as Exhibit 99.1 to the issuers Form 8-K filed with the SEC on August 16, 2018.

SCHEDULE 13G   Page 2 of 3

 

Item 1(a) Name of issuer:   Cool Holdings, Inc. (formerly known as InfoSonics Corporation)

Item 1(b) Address of issuer’s principal executive offices:

48 NW 25th Street, Miami, FL 33127

2(a) Name of person filing:    

Caravel CAD Fund Ltd.

2(b) Address or principal business office or, if none, residence:

Caravel CAD Fund Ltd., Suite 205-A, Saffrey Square Bldg., Bay Street & Bank Lane, P.O. Box N9934, Nassau, Bahamas

2(c) Citizenship:        BAHAMAS

2(d) Title of class of securities:        COMMON STOCK

2(e) CUSIP No.: 456784305

 

Item 3.

If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

 

(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 U.S.C 80a–8);

 

(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);

 

(k) ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:                         

 

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: 307,165.

(b) Percent of class: 4.265% (1)

 

(1)

Based on 7,202,284 shares of common stock of the issuer outstanding as of August 16, 2018 as disclosed by the issuer in the issuer’s press release dated August 16, 2018 attached as Exhibit 99.1 to the issuers Form 8-K filed with the SEC on August 16, 2018.

SCHEDULE 13G   Page 3 of 3

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

(i) Sole power to vote or to direct the vote 307,165.

(ii) Shared power to vote or to direct the vote 0.

(iii) Sole power to dispose or to direct the disposition of 307,165.

(iv) Shared power to dispose or to direct the disposition of 0.

 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following  ☐.

Dissolution of a group requires a response to this item.

 

Item 6.

Ownership of More than 5 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.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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 other than activities solely in connection with a nomination under §240.14a-11.

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.

 

Date:   August 17, 2018     Signature:  

/S/ GLEN GIBBONS

      Name:   Glen Gibbons
      Title:   Director