Sec Form 13D Filing - Jelco Delta Holding Corp. filing for Seanergy Maritime Holdings Corp. (SHIP) - 2022-01-14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

 

SEANERGY MARITIME HOLDINGS CORP.

(Name of Issuer)

COMMON SHARES

(Title of Class of Securities)

Y 73760301

(CUSIP Number)

Alastair Macdonald

Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Tel: (441) 295-5913

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2021

(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), Rule 13d-1(f) or Rule 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 which 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 (“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
CUSIP No.	Y 73760301

 

1	NAMES OF REPORTING PERSONS
	Jelco Delta Holding Corp. (“Jelco”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		17,291,934 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		17,291,934 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,291,934 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.99% (see Item 4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1)

Jelco owns (i) a convertible note that is convertible into up to 17,637,500 common shares, (ii) Class B warrants that are exercisable for up to 113,970 common shares, and (iii) 4,856,550 common shares. However, the note and warrant are each subject to a 9.99% beneficial ownership blocker. Therefore, the number included in the table above reflects the 4,856,550 common shares and such number of shares as would be issuable upon conversion of the note and exercise of the warrant, respectively, after taking account of the beneficial ownership blockers set forth therein.

  

Schedule 13D
CUSIP No.	Y 73760301

 

1	NAMES OF REPORTING PERSONS
	Comet Shipholding Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,440
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,440

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,440
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

  

Schedule 13D
CUSIP No.	Y 73760301

 

1	NAMES OF REPORTING PERSONS
	Claudia Restis
			0;
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Italy

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		17,291,934 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		17,291,934 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,291,934 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.99%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

(1)

Claudia Restis may be deemed to beneficially own 17,291,934 common shares of the Issuer through Jelco and 3,440 common shares of the Issuer through Comet Shipholding Inc. (“Comet”), each through a revocable trust of which she is the sole beneficiary. The shares she may be deemed to beneficially own through Jelco, which owns (i) a convertible note that is convertible into up to 17,637,500 common shares, (ii) Class B warrants that are exercisable for up to 113,970 common shares, and (iii) 4,856,550 common shares.  However, the note and warrant are each subject to a 9.99% beneficial ownership blocker. Therefore, the number included in the table above reflects the 4,856,550 common shares and such number of shares as would be issuable upon conversion of the note and exercise of the warrant, respectively, after taking account of the beneficial ownership blockers set forth therein.   contained in.

  

Schedule 13D
CUSIP No.	Y 73760301

 

INTRODUCTION

 

This Amendment No. 25 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined in Item 2), to reflect the change in beneficial ownership of the Common Shares (as defined in Item 1), based on information provided by the Issuer (as defined in Item 1) regarding an increase in the number of Common Shares outstanding.

 

ITEM 1.

Security and Issuer.

This statement relates to the common shares, par value $0.0001 per share (“Common Shares”) issued by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at 154 Vouliagmenis Avenue, Glyfada 16674, Athens, Greece.

 

ITEM 2.

Identity and Background.

(a) - (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):

 

Name		Address		Jurisdiction of Incorporation or Place of Citizenship		Principal Business
Jelco Delta Holding Corp.		c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald		Marshall Islands		Investments
Comet Shipholding Inc.		c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald		Marshall Islands		Investments
Claudia Restis (1)		c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald		Italy		Business and Philanthropy

 

(1)

Claudia Restis is the beneficial owner of 100% of the capital stock of each of the corporate Reporting Persons through a revocable trust of which she is the sole beneficiary.

 

(c) Except as set forth herein, no other transactions in the common shares were effected by the persons enumerated in Item 2 during the past 60 days.

 

(d) - (e) None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 violations with respect to such laws.

 

 

ITEM 3.

Source and Amount of Funds or Other Consideration.

 

There are no material changes to Item 3 from the Schedule 13D/A filed with the Commission on April 14, 2021.

 

ITEM 4.

Purpose of Transaction.

(a) - (b)

 

As of January 14, 2022, Claudia Restis may be deemed to beneficially own 17,291,934 common shares of the Issuer through Jelco and 3,440 common shares of the Issuer through Comet, each through a revocable trust of which she is the sole beneficiary. The shares she may be deemed to beneficially own through Jelco, which owns (i) a convertible note that is convertible into up to 17,637,500 common shares, (ii) Class B warrants that are exercisable for up to 113,970 common shares, and (iii) 4,856,550 common shares. However, the note and warrant are each subject to a 9.99% beneficial ownership blocker. Therefore, the number included in the table above reflects the 4,856,550 common shares and such number of shares as would be issuable upon conversion of the note and exercise of the warrant, respectively, after taking account of the beneficial ownership blockers set forth therein.

 

ITEM 5.

Interest in Securities of the Issuer.

(a) - (b) Based on information provided by the Issuer, the Issuer had 173,092,437 common shares outstanding as of January 14, 2022. Based upon the foregoing, as of January 14, 2022, the Reporting Persons’ beneficial ownership is as set forth below:

 

		Percentage of Shares Beneficially				Voting								Dispositive
Name		Owned				Sole				Shared				Sole				Shared
Jelco Delta Holding Corp.			9.99	%			0				17,291,934	(1)			0				17,291,934	(1)
Comet Shipholding Inc.			0.0	%			0				3,440				0				3,440
Claudia Restis			9.99	%			0				17,291,934	(1)(2)			0				17,291,934	(1)(2)

 

(1)

Jelco owns (i) a convertible note that is convertible into up to 17,637,500 common shares, (ii) Class B warrants that are exercisable for up to 113,970 common shares, and (iii) 4,856,550 common shares.  However, the note and warrant are each subject to a 9.99% beneficial ownership blocker. Therefore, the number included in the table above reflects the 4,856,550 common shares and such number of shares as would be issuable upon conversion of the note and exercise of the warrant, respectively, after taking account of the beneficial ownership blockers set forth therein.

 

(2)

Claudia Restis may be deemed to beneficially own 17,291,934 common shares of the Issuer through Jelco and 3,440 common shares of the Issuer through Comet, each through a revocable trust of which she is the sole beneficiary.

 

(c) N/A

(d) N/A

(e) N/A

 

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

There are no material changes to Item 6 from the Schedule 13D/A filed with the Commission on April 14, 2021.

 

ITEM 7.		Materials to be Filed as Exhibits.
Exhibit 99.1		Form of Warrant (incorporated by reference to Exhibit 99.4 of the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 15, 2021).
Exhibit 99.2		Omnibus Supplemental Agreement, dated December 31, 2020 (incorporated by reference to Exhibit 99.7 of the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 15, 2021).

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 14, 2022

 

	JELCO DELTA HOLDING CORP.
	By:	/s/ Alastair Macdonald
	Name:	Alastair Macdonald
	Title:	President
	COMET SHIPHOLDING INC.
	By:	/s/ Alas tair Macdonald
	Name:	Alastair Macdonald
	Title:	President
	/s/ Claudia Restis
	Name: Claudia Restis