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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/31/16 Monesi Antonio SC 13D 1:97K Nac Global Technologies, Inc. Edgar Agents LLC/FA Am Dream Holding LLC |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 43K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NAC Global Technologies Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
53630T 301
(CUSIP Number)
Antonio Monesi
AM Dream Holding LLC
3370 Mary Street,
(305) 859-6050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 which 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 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.
| 1. | Names of Reporting Person: Antonio Monesi
I.R.S. Identification Nos. of above persons (entities only): | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. | SEC Use Only:
| |
| 4. | Source of Funds (See Instruction): OO
| |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
| |
| 6. | Citizenship or Place of Organization:
Italy |
Number of Shares Beneficially by Owned by Each Reporting Person With: |
7. | Sole Voting Power: 508,611,579 (1)
| ||
| 8. | Shared Voting Power: NONE
| |||
| 9. | Sole Dispositive Power: 508,611,579 (1)
| |||
| 10. | Shared Dispositive Power: NONE
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
508,611,579(1) | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(No shares are excluded in the numerical or percentage computations herein). | |
| 13. | Percent of Class Represented by Amount in Row (11):
43.1% (2) (88.2 % (3)) | |
| 14. | Type of Reporting Person (See Instructions):
IN |
| (1) | Beneficial ownership includes 51,460,000 shares of common stock and 457,151,579 shares of common stock issuable upon exercise of outstanding warrants. The reporting person owns the securities indirectly through AM Dream Holding LLC, of which he is the sole manager and 100% owner. |
| (2) | The percentage is based on a total of 119,412,014 shares of common stock of the Company outstanding as of August 12, 2016 as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2016 and does not include shares of common stock issuable upon exercise of outstanding warrants. |
| (3) | The calculation includes shares of common stock issuable upon exercise of outstanding warrants beneficially owned by the reporting person and assumes that no other warrant holders exercise their warrants (if the other holder of the warrants issued on August 12, 2016 exercises his warrants, this percentage would be 59.4%). |
| 2 |
| 1. | Names of Reporting Person: AM Dream Holding LLC
I.R.S. Identification Nos. of above persons (entities only): 32-0497433 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. | SEC Use Only:
| |
| 4. | Source of Funds (See Instruction): OO
| |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
| |
| 6. | Citizenship or Place of Organization:
State of Nevada, U.S. |
Number of Shares Beneficially by Owned by Each Reporting Person With: |
7. | Sole Voting Power: 508,611,579 (1)
| ||
| 8. | Shared Voting Power: NONE
| |||
| 9. | Sole Dispositive Power: 508,611,579 (1)
| |||
| 10. | Shared Dispositive Power: NONE
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
508,611,579(1) | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(No shares are excluded in the numerical or percentage computations herein). | |
| 13. | Percent of Class Represented by Amount in Row (11):
43.1% (2) (88.2 % (3)) | |
| 14. | Type of Reporting Person (See Instructions):
OO |
| (1) | Beneficial ownership includes 51,460,000 shares of common stock and 457,151,579 shares of common stock issuable upon exercise of outstanding warrants. |
| (2) | The percentage is based on a total of 119,412,014 shares of common stock of the Company outstanding as of August 12, 2016 as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2016 and does not include shares of common stock issuable upon exercise of outstanding warrants. |
| (3) | The calculation includes shares of common stock issuable upon exercise of outstanding warrants beneficially owned by AM Dream Holding LLC and assumes that no other warrant holders exercise their warrants (if the other holder of the warrants issued on August 12, 2016 exercises his warrants, this percentage would be 59.4%). |
| 3 |
| ITEM 1. | SECURITY AND ISSUER |
This Schedules 13D relates to the common stock of NAC Global Technologies, Inc. (the “Company” or “Issuer”). The principal executive offices of the Issuer are located at 1800 West Loop South, Suite 1115, Houston, Texas 77027.
| ITEM 2. | IDENTITY AND BACKGROUND |
| (a) | Name of Persons filing this Statement: |
This Statement on 13D is being filed on behalf of Antonio Monesi, a citizen of Italy, and AM Dream Holding LLC, a limited liability company formed under the laws of the State of Nevada, U.S. (collectively, the “Reporting Persons”). Antonio Monesi is the sole manager and owns 100% of the equity interests of AM Dream Holding LLC.
| (b) | Residence or Business Address: |
The principal address of each of the Reporting Persons is at 3370 Mary Street, Miami, FL 33133.
| (c) | Present Principal Occupation and Employment: |
Antonio Monesi is the President and a director of the Company. AM Dream Holding LLC is a limited liability company formed under the laws of the State of Nevada, U.S. AM Dream Holding LLC is a holding company formed to hold Mr. Monesi’s interests in the Company and his other U.S. holdings.
| (d) | Criminal Convictions: |
Neither of the Reporting Persons has not been charged or convicted in a criminal proceeding during the last five years.
| (e) | Civil Proceedings: |
Neither of the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became 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 law.
| (f) | State of Incorporation/Organization/Citizenship: |
See item 2(a).
| 4 |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Pursuant to the Share Exchange agreement (the “Exchange Agreement”), dated July 19, 2016, by and among the Company, Swiss Heights Engineering S.A., a Switzerland company (“SHE”), and the shareholders of SHE, including Antonio Monesi, upon the consummation of the transactions contemplated by the Exchange Agreement (the “Share Exchange”), Antonio Monesi transferred to the Company shares of SHE held by him prior to the Share Exchange. In exchange, the Company issued to AM Dream Holding LLC an aggregate of 51,460,000 shares of the Company’s common stock, par value $0.001 per share, and warrants to purchase up to a total of 457,151,579 shares of the Company’s common stock, at an exercise price of $0.000001 per share. The securities held by AM Dream Holding LLC are considered to be beneficially owned by Antonio Monesi, who is the sole manager and 100% owner of AM Dream Holding LLC.
| ITEM 4. | PURPOSE OF TRANSACTION |
The acquisition of the securities was part of a share exchange transaction that resulted in a change of control of the Company.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | The Reporting Persons currently beneficially own 51,460,000 shares of the Company’s common stock and warrants to purchase up to a total of 457,151,579 shares of the Company’s common stock, exercisable at any time during the term of the warrant at an exercise price of $0.000001 per share. |
Shares beneficially owned by the Reporting Persons account for 43.1% of the Company’s outstanding common stock if shares issuable upon exercise of outstanding warrants are excluded, and 88.2% of the Company’s outstanding common stock if shares issuable upon the exercise of outstanding warrants held by the Reporting Persons are included and no other warrant holders of the Company exercise their warrant (if the other holder of the warrants issued on August 12, 2016 exercises his warrants, this percentage would be 59.4%).
| (b) | The Reporting Persons hold the sole right to vote or direct the vote and sole power to dispose or to direct the disposition of the securities listed under items 3 and 5(a). |
| (c) | Other than the transactions described herein, there has been no other transactions concerning the securities of the Company that were effected by the Reporting Persons during the past sixty (60) days. |
|
(d) | None. |
| (e) | Not applicable. |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
In connection with the closing of the Share Exchange (the “Closing”), on August 12, 2016, AM Dream Holding LLC and Filippo M. Puglisi (the “Shareholders”), entered into a lock-up agreement with the Company (the “Seller Lock-Up Agreement”). Pursuant to the Seller Lock-Up Agreement, the Shareholders agreed that until the earlier of August 12, 2017 (the one year anniversary of the Closing) and the date after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for case, securities or other property, the Shareholders would not (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s common stock and shares issued upon exercise of the warrants (collectively, the “Restrictive Shares”) held by each of the Shareholders, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Restrictive Shares or (iii) publicly disclose the intention to do any of the foregoing. However, after the six month anniversary of the Closing, the Shareholders are permitted to transfer a number of Restrictive Shares in any day equal to 10% of the average daily volume of the shares of the Company’s common stock during the prior week.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 7.1 | Form of Share Exchange Agreement by and among NAC Global Technologies, Inc., Swiss Heights Engineering S.A., and the shareholders of Swiss Heights Engineering S.A., dated July 19, 2016. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on July 25, 2016). |
| Exhibit 7.2 | Seller Lock-Up Agreement, by and among NAC Global Technologies, Inc., AM Dream Holding LLC and Filippo M. Puglisi, dated as of August 12, 2016. (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on August 18, 2016). |
| 5 |
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: 08/31/2016 | /s/ Antonio Monesi |
| Antonio Monesi |
| AM Dream Holding LLC | ||
| By: | /s/ Antonio Monesi | |
| Antonio Monesi | ||
| Manager | ||
6
| This ‘SC 13D’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/12/17 | ||||
| Filed on: | 8/31/16 | |||
| 8/18/16 | 8-K | |||
| 8/15/16 | 10-Q | |||
| 8/12/16 | 3, 8-K | |||
| 7/25/16 | 8-K | |||
| 7/19/16 | 8-K | |||
| List all Filings | ||||