Amended Statement of Beneficial Ownership (sc 13d/a)
11 Juillet 2016 - 10:32PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 1)
Arowana
Inc.
|
(Name
of Issuer)
|
|
Ordinary
Shares
|
(Title
of Class of Securities)
|
|
G05011
104
|
(CUSIP
Number)
|
|
Kevin
T. Chin
Arowana
Inc.
Level
11, 153 Walker Street
North
Sydney, NSW 2060
Australia
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
June
30, 2016
|
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
Rule 13d-7 for other parties to whom copies are to be sent.
*
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 that 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 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. G05011 104
|
SCHEDULE
13D
|
Page
2 of 5 Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The
Octagon Foundation
|
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 ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
113,209
shares
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
113,209
shares
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,209
shares
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP
No. G05011 104
|
SCHEDULE
13D
|
Page
3 of 5 Pages
|
This
Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D (as amended, this “
Schedule 13D
”) is filed
by The Octagon Foundation (“Octagon”) with respect to ownership of ordinary shares, par value $0.0001 (the “
Ordinary
Shares
”) of Arowana Inc., a Cayman Islands exempted company (the “
Issuer
”). Except as set forth below,
the disclosure in the Schedule 13D as originally filed remains unchanged. Only those items amended or supplemented are reported
herein. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Schedule
13D as originally filed.
The
percentage of beneficial ownership reflected in this Schedule 13D is based upon 10,859,000 Ordinary Shares outstanding as of June
9, 2016.
Item
3. Sources and Amount of Funds or Other Consideration.
Item
3 is hereby amended by appending the following:
On
June 30, 2016, Octagon sold 408,878 shares of Common Stock to The Panaga Group Trust in a private transaction for the same price
originally paid for such shares by Octagon. Also on June 30, 2016, Octagon sold 56,000 Private Units to The Panaga Group Trust
in a private transaction at $10.00 per Private Unit (for an aggregate purchase price of $560,000), the same price originally paid
for such Private Units by Octagon.
Item
4. Purpose of Transaction.
Item
4 is hereby amended by restating it in its entirety as follows:
The
dispositions reported on in this Schedule 13D were made for investment purposes. Octagon may acquire or dispose of additional
securities or sell securities of the Issuer from time to time in the market or in private transactions. Octagon holds 113,209
Warrants which will entitle it to purchase an aggregate of 56,605 Ordinary Shares of the Issuer once such Warrants become exercisable.
Additionally, Octagon holds 113,209 Rights which will entitle it to receive 11,321 Ordinary Shares upon the Issuer’s consummation
of a Business Combination. Except as described herein, Octagon does not have any other agreements to acquire additional Ordinary
Shares at this time.
Kevin
T. Chin, a director of Octagon, serves as Chief Executive Officer and Chairman of the Issuer’s Board of Directors. As such,
Mr. Chin is involved in making material business decisions regarding the Issuer’s policies and practices and may be involved
in the consideration of various proposals considered by the Issuer’s Board of Directors. Additionally, as the Issuer’s
business plan is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or
other similar business combination (“Business Combination”), Mr. Chin, as Chief Executive Officer and Chairman, is
actively involved in pursuing a suitable target for the Issuer’s Business Combination and will be actively involved in effecting
any such Business Combination if the Issuer’s business plan is successful, which may also result in a change in the Issuer’s
board of directors, corporate structure, charter or bylaws.
CUSIP
No. G05011 104
|
SCHEDULE
13D
|
Page
4 of 5 Pages
|
Except
as discussed above, neither Mr. Chin nor Octagon, have any plans or proposals to acquire or dispose of securities of the Issuer,
effect an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of
its subsidiaries, cause a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, cause
any material change in the present capitalization or dividend policy of the Issuer, cause a change in the present board of directors
or management of the Issuer, cause any other material change in the Issuer’s business or corporate structure, cause any
changes in the Issuer’s charter or bylaws or other actions that may impede the acquisition of control of the Issuer by any
person, cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized
to be quoted on an inter-dealer quotation system of a registered national securities association, cause a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, or take any other action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer.
Item
5 is hereby amended by restating it in its entirety as follows:
Octagon
is the beneficial owner of 113,209 Ordinary Shares of the Issuer or approximately 1.0 % of the Issuer’s outstanding Ordinary
Shares. Octagon has sole voting and dispositive power over the shares it holds. This does not include (a) 11,321 Ordinary Shares
issuable upon conversion of the 113,209 Rights of the Issuer held by Octagon or (b) 56,605 Ordinary Shares issuable upon the exercise
of 113,209 Warrants of the Issuer held by Octagon.
The
Octagon Foundation is controlled by its board of directors. The board of directors of The Octagon Foundation as a group controls
the voting and dispositive power over the shares held by this entity and no one individual acting alone has such power.
In
the last 60 days, Octagon has not effected any transactions of the Issuer’s Ordinary Shares, except as described in Item
3 of this Schedule 13D which information is incorporated herein by reference.
CUSIP
No. G05011 104
|
SCHEDULE
13D
|
Page
5 of 5 Pages
|
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.
Dated:
July 11, 2016
|
THE
OCTAGON FOUNDATION
|
|
|
|
|
By:
|
/s/
Kevin T. Chin
|
|
|
Kevin
T. Chin
|
|
|
Director
|
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