Statement of Beneficial Ownership (sc 13d)
25 February 2023 - 8:20AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
SUSTAINABLE
PROJECTS GROUP INC.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
86933P
105
(CUSIP
Number)
Kestrel
Flight Fund LLC
149
Meadowbrook Road
Weston,
Massachusetts 02493
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
14, 2023
(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 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 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
1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Kestrel
Flight Fund LLC (1) |
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)
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF |
7 |
SOLE
VOTING POWER
71,797,703 |
SHARES
BENEFICIALLY
OWNED
BY |
8 |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9 |
SOLE
DISPOSITIVE POWER
71,797,703 |
WITH
|
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,797,703
|
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)
25.0%
(2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
OO |
(1)
Albert Hanser is the managing partner of Kestrel Flight Fund LLC.
(2)
Based on 287,190,813 shares of the Issuer’s common stock outstanding as of February 14, 2023, as reported in the Issuer’s
Form 8-K filed on February 14, 2023.
1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Albert
Hanser |
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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF |
7 |
SOLE
VOTING POWER
71,797,703
(1) |
SHARES
BENEFICIALLY
OWNED
BY |
8 |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9 |
SOLE
DISPOSITIVE POWER
71,797,703
(1) |
WITH
|
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,797,703
(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)
25.0%
(1)(2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
(1)
Represents shares held by Kestrel Flight Fund LLC, of which Albert Hanser is the managing partner.
(2)
Based on 287,190,813 shares of the Issuer’s common stock outstanding as of February 14, 2023, as reported in the Issuer’s
Form 8-K filed on February 14, 2023.
Item
1 – Security and Issuer
|
(a) |
This statement on Schedule 13D relates to the common stock of Sustainable
Projects Group Inc., a Nevada corporation (the “Issuer”). |
|
|
|
|
(b) |
The principal executive offices of the Issuer are located at 2316 Pine
Ridge Road #383, Naples, Florida 34102. |
Item
2 - Identity and Background
This
Schedule 13D is being filed on behalf of Kestrel Flight Fund LLC, a Delaware limited liability company (the “Company”), and
its managing partner, Albert Hanser, a citizen of the United States (the “Reporting Person”). The address of the Company
and the Reporting Person is 149 Meadowbrook Road, Weston, Massachusetts 02493. The principal business of the Company is to invest in
the securities of publicly traded companies.
During
the last five years, neither the Company nor the Reporting Person has (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 violation with respect to such laws.
Item
3 - Source and Amount of Funds or Other Consideration
The
Company loaned the Issuer $100,000 pursuant to a Loan Agreement dated July 23, 2021, by and between the Issuer and the Company,
which was subsequently amended on June 22, 2022, to increase the loan amount by $25,000 to a total of $125,000 (the “Loan”).
The source of funds for the Loan was the capital contributions of the limited partners of the Company. The Loan accrued interest at the
rate of 10% per annum.
Pursuant
to the terms of a Securities Exchange Agreement among the Issuer, Lithium Harvest ApS, a Danish private limited liability company (“Lithium
Harvest”), and, for certain limited purposes, its shareholders (the “Shareholders”), the Issuer acquired all of the
outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of the Issuer’s
common stock (the “Exchange Transaction”). Pursuant to its terms, the Loan converted into 71,797,703
shares of the Issuer’s common stock upon the effectiveness of the Exchange Transaction on
February 14, 2023.
Item
4 - Purpose of Transaction
As
disclosed in Item 3 above, the Company acquired shares of the Issuer’s common stock when the Loan converted upon the effectiveness
of the Exchange Transaction on February 14, 2023.
Item
5. Interest in Securities of the Issuer
| (a) | The
aggregate number of securities to which this Schedule 13D relates is 71,797,703 shares of
the Issuer’s common stock, representing 25.0% of the 287,190,813
shares of common stock outstanding as reported in the Issuer’s Form 8-K filed
on February 14, 2023. |
| (b) | Each
of the Company and the Reporting Person has sole power to vote or to direct the vote, and
sole power to dispose or to direct the disposition, of 71,797,703 shares of the Issuer’s
common stock. |
| (c) | The
Company and the Reporting Person have not engaged in any transaction in shares of the Issuer’s
common stock during the past 60 days other than as described in Items 3 and 4. The responses
in Items 3 and 4 are incorporated by reference. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
responses in Items 3 and 4 are incorporated by reference.
Item
7. Material to Be Filed as Exhibits
Exhibit
No. |
|
Description |
99.1
|
|
Securities
Exchange Agreement, among Sustainable Projects Group Inc., Lithium Harvest ApS and, for certain limited purposes, its shareholders,
dated as of February 14, 2023 (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on
February 14, 2023). |
99.2 |
|
Joint
Filing Agreement, dated February 24, 2024, by and between Kestrel Flight Fund LLC and Albert Hanser |
The
filer must sign the filing and certify that the information is true, complete and correct. If the filer is an entity, the filing must
be signed by an authorized officer.
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.
|
Albert
Hanser |
|
|
|
February
24, 2023 |
|
Date
|
|
/s/
Albert Hanser |
|
Signature
|
|
Albert
Hanser |
|
Name/Title
|
|
Kestrel
Flight Fund LLC
|
|
|
|
February
24, 2023 |
|
Date
|
|
/s/
Albert Hanser |
|
Signature
|
|
Albert
Hanser, Managing Partner |
|
Name/Title
|
Attention:
Intentional misstatements or omissions of fact
constitute Federal Criminal violations (See 18 U.S.C. 1001)
Sustainable Projects (PK) (USOTC:SPGX)
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