SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

COOL HOLDINGS, INC.
(Name of Issuer)



COMMON STOCK
(Title of Class of Securities)


456784305
 
(CUSIP Number)


August 15, 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)


CUSIP No. 456784305
13G
Page 2 of 5 Pages

 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Delavaco Holdings Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Florida
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
650,844
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
650,844
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
650,844 as of August 31, 2018.
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.18%
*The percentages used herein are calculated based upon 7,086,743 outstanding shares of the Issuer as of August 31, 2018.
 
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 456784305
13G
Page 3 of 5 Pages

 
Item 1 (a). Name of Issuer:

Cool Holdings, Inc.

Item 1 (b). Address of Issuer's Principal Executive Offices:

48 N.W. 25th Street, Suite 108
 Miami, FL 33127

Item 2 (a). Name of Person Filing:

Delavaco Holdings Inc.

Item 2 (b). Address of Principal Business Office or, if None, Residence:

2300 E. Las Olas Blvd., 5th Floor
 Ft. Lauderdale, FL 33301

Item 2 (c). Citizenship:

Florida

Item 2 (d). Title of Class of Securities:

Common Stock

Item 2 (e). CUSIP Number:

456784305

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)   ☐ Broker or dealer registered under Section 15 of the Act;

(b)    ☐
Bank as defined in Section 3(a)(6) of the Act;

(c)    ☐
Insurance Company as defined in Section 3(a)(19) of the Act;

(d)    ☐
Investment Company registered under Section 8 of the Investment Company Act;

(e)    ☐
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)     ☐
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)    ☐
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)    ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(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:

(j)     ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

☑
If this statement is filed pursuant to Rule 13d-1(c), check this box.


CUSIP No. 456784305
13G
Page 4 of 5 Pages

 
Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

(a)
Amount beneficially owned: 650,844 as of August 31, 2018
 
(b)
Percent of class:  9.18%

(c)
Number of shares as to which such person has:

(i)    Sole power to vote or to direct the vote:  650,844
 
(ii)   Shared power to vote or to direct the vote:  0
 
(iii)  Sole power to dispose or to direct the disposition of:  650,844
 
(iv)  Shared power to dispose or to direct the disposition of:  0


Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5.
Ownership of Five Percent or Less of a Class.

If the 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 five percent of the class of securities, check the following [   ].


Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A


Item 10. Certification.  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not 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.


CUSIP No. 456784305
13G
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.



 
September 11, 2018
 
(Date)
   
 
Delavaco Holdings Inc.
 
 
 
By:  /s/ Catherine DeFrancesco                     
Catherine DeFrancesco, President