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., Suite205-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) | ☐ | Anon-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 anon-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 Form8-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 |
