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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Aerkomm Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
00774B109 (CUSIP Number) |
Jeffrey Wun c/o Aerkomm Inc., 44043 Fremont Blvd. Fremont, CA, 94538 877-742-3094 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/04/2022 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 00774B109 |
| 1 |
Name of reporting person
DMEDIA INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,237,428.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Based on 17,962,613 shares of common stock of the Issuer outstanding as of April 15, 2024, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 5, 2024.
SCHEDULE 13D
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| CUSIP No. | 00774B109 |
| 1 |
Name of reporting person
Jeffrey Wun | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,805,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.62 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(2) Based on 17,962,613 shares of common stock of the Issuer outstanding as of April 15, 2024, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 5, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Aerkomm Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
44043 Fremont Blvd., Fremont,
CALIFORNIA
, 94538. |
| Item 2. | Identity and Background |
| (a) | This statement is being jointly filed by DMEDIA INC., a Nevada Corporation, and Jeffrey Wun, an individual (together, the "Reporting Persons"). |
| (b) | The business address of the Reporting Persons is 44043 Fremont Blvd., Fremont, CA 94538. |
| (c) | DMEDIA INC. is a holding company. Mr. Wun is the Chief Executive Officer and sole director of DMEDIA INC. and President, Chief Technology Officer and a director of the Issuer. |
| (d) | During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither Reporting Person has 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) | DMEDIA INC. was incorporated in the State of Nevada. Mr. Wun is a U.S. citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Mr. Wun directly received 447,486 shares of the Issuer's Common Stock in exchange for his shares of common stock of Aircom Pacific, Inc. ("Aircom") upon the completion of a reverse merger of Aircom with and into the Issuer on February 17, 2017 (the "Reverse Acquisition"). 120,914 shares of the Issuer's Common Stock beneficially owned by Mr. Wun represent shares that could be acquired upon the exercise of vested stock options exercisable within 60 days of April 15, 2024. All of the 2,237,428 shares of common stock of the Issuer reported on this Schedule 13D as being owned by DMEDIA INC. were held by Dmedia Holding LP, a Nevada limited partnership ("Dmedia LP") prior to August 4, 2022. On August 4, 2022, Dmedia LP was converted to a Nevada corporation named DMEDIA INC. These 2,237,428 Issuer shares were originally acquired Dmedia LP in exchange for its shares in Aircom as part of the Reverse Acquisition transaction. Jeffrey Wun, one of the former limited partners, and a member of the general partner of, Dmedia LP, currently beneficially owns 348,725 shares of the Aerkomm common stock owned by DMEDIA through his approximately 15.586% intertest in DMEDIA INC. | |
| Item 4. | Purpose of Transaction |
The securities held by the Reporting Persons were acquired in connection with the transactions described in Item 3 above.
Mr. Wun is a member of the board of directors of the Issuer and its Chief Technology Officer. Mr. Wun resigned as chairman of the board of directors and President of the Issuer on December 30, 2024.
The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this statement, DMEDIA INC. is the beneficial owner of 2,237,428 shares of Common Stock, representing 12.46% of the outstanding Common Stock of the Issuer.
Mr. Wun is the beneficial owner of 2,805,828 shares of the Issuer's Common Stock, representing 15.62% of the outstanding Common Stock of the Issuer, which includes (i) 447,486 shares of Common Stock held by Mr. Wun directly, (ii) 120,914 shares of Common Stock which Mr. Wun has the right to acquire within 60 days through the exercise of vested options and (iii) 2,237,428 shares of Common Stock held by DMEDIA INC. Mr. Wun is the Chief Executive Officer and sole director of DMEDIA INC. and has voting and investment power over the securities held by it. As a result, Mr. Wun may be deemed to be the beneficial owner of all of the shares of the Issuer's Common Stock held by DMEDIA INC. Mr. Wun disclaims beneficial ownership of 1,888,707 of the shares held by DMEDIA INC.except to the extent of his pecuniary interest, if any, in such shares. The Reporting Persons do not own any other securities of the Issuer.
1 Calculated as of April 15, 2024, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 5, 2024. |
| (b) | DMEDIA INC. and Mr. Wun have shared power to vote and dispose of 2,237,428 shares of Common Stock. Mr. Wun has the sole power to vote and dispose of 568,400 shares of Common Stock. |
| (c) | The Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days. |
| (d) | Other than the Reporting Persons, three other persons are known to have the right to receive dividends from, or the proceeds from the sale of, the Reporting Persons' securities. These three persons are holders of the common stock of DMEDIA INC. None of these persons' interest in DMEDIA INC. relates to more than five percent (5%) of the Issuer's Comon Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
To the knowledge of the Reporting Person, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Attached as Exhibit 1 hereto is a Joint Filing Agreement executed by each of the Reporting Persons. |
| 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.
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