Statement of Beneficial Ownership (sc 13d)
24 Febbraio 2023 - 10:30PM
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)
Paw
Juul
c/o
Sustainable Projects Group Inc.
2316
Pine Ridge Road #383
Naples,
Florida 34102
(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)
FENO
Holding ApS (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)
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
Denmark |
|
NUMBER
OF |
7 |
SOLE
VOTING POWER
92,483,587
|
SHARES
BENEFICIALLY
OWNED
BY |
8 |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9 |
SOLE
DISPOSITIVE POWER
92,483,587 |
WITH |
10 |
SHARED
DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,483,587 |
|
| 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)
32.2%
(2) |
|
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
OO |
|
(1)
Paw Juul is the managing director of FENO Holding ApS.
(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)
Paw
Juul |
|
| 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
Denmark |
|
NUMBER
OF |
7 |
SOLE
VOTING POWER
92,483,587
(1)
|
SHARES
BENEFICIALLY
OWNED
BY |
8 |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9 |
SOLE
DISPOSITIVE POWER
92,483,587
(1) |
WITH |
10 |
SHARED
DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,483,587
(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)
32.2%
(1)(2) |
|
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
|
(1)
Represents shares held by FENO Holding ApS, of which Paw Juul is the managing director.
(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 FENO Holding ApS, a Danish
private limited liability company (the “Company”), and its managing director, Paw Juul, a citizen of Denmark (the “Reporting
Person”). The Reporting Person is the Chief Technology Officer and, effective as of the date that is 10 days following the mailing
of an information statement that satisfies the requirements of Rule 14F-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to the Issuer’s stockholders, a director of the Issuer. The address of the Company and the Reporting Person is 2316
Pine Ridge Road #383, Naples, Florida 34102. The principal business of the Company is to hold certain assets of the Reporting Person.
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
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”). As a result of the Exchange Transaction, the Company acquired 92,483,587
shares of the Issuer’s common stock on February 14, 2023.
Item
4 - Purpose of Transaction
As disclosed in Item 3 above, the Shareholders, including the Company,
acquired the shares in connection with the Exchange Transaction. In addition, the Reporting Person was appointed Chief Technology Officer
and, effective 10 days following the mailing of an information statement that satisfies the requirements
of Rule 14F-1 under the Exchange Act to the Issuer’s stockholders, a director of the Issuer, Stefan Muehlbauer was appointed
Chief Financial Officer and director of the Issuer, and Sune Mathiesen was appointed Chairman, President and Chief Executive Officer of
the Issuer. The Issuer is now a pure-play lithium company
focused on supplying high performance lithium compounds to the electric vehicle and broader battery markets. The Issuer’s principal
stockholders are the Company, Sune Mathiesen Holding ApS, which also owns approximately 32.2%
of the Issuer, Kestrel Flight Fund LLC, which owns approximately 25.0% of the Issuer, and AØNP14 ApS, which owns approximately
7.6% of the Issuer.
Item 5. Interest in Securities of the Issuer
| |
(a) |
The
aggregate number of securities to which this Schedule 13D relates is 92,483,587 shares of the Issuer’s common stock, representing
32.2% 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 92,483,587 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. |
| |
|
|
| |
(d) |
None. |
| |
|
|
| |
(e) |
Not
applicable. |
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 FENO Holding ApS and Paw Juul |
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.
| |
Paw
Juul |
| |
|
| |
February
24, 2023 |
| |
Date |
| |
|
| |
/s/
Paw Juul |
| |
Signature |
| |
|
| |
Paw
Juul |
| |
Name/Title |
| |
FENO
Holding ApS |
| |
|
| |
February
24, 2023 |
| |
Date |
| |
|
| |
/s/
Paw Juul |
| |
Signature |
| |
|
| |
Paw
Juul, Managing Director |
| |
Name/Title |
Attention:
Intentional misstatements or omissions of fact
constitute Federal Criminal violations (See 18 U.S.C. 1001)
Grafico Azioni Sustainable Projects (PK) (USOTC:SPGX)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Sustainable Projects (PK) (USOTC:SPGX)
Storico
Da Gen 2024 a Gen 2025
