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), 1(f) or 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. 043635606 |
Page
2 of 8 pages |
| 1 |
NAMES
OF REPORTING PERSONS. ARION AGROPHOTOVOLTAIC PRIVATE LIMITED |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[ ] |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS (see instructions) NOT APPLICABLE
|
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION SINGAPORE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER 5,000,000 Common Shares (See Item 5)
|
| 8 |
SHARED
VOTING POWER 0 Common Shares |
| 9 |
SOLE
DISPOSITIVE POWER 5,000,000 Common Shares (See Item 5) |
| 10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
5,000,000
Common Shares |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.54%(1) |
| 14 |
TYPE
OF REPORTING PERSON* CO |
(1) Percentage
calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023 reported in the Issuer’s Annual
Report on Form 10-K filed on March 10, 2023.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
3 of 8 pages |
| 1 |
NAMES
OF REPORTING PERSONS. JOHANNES KUHN |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_] |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (see instructions) NOT APPLICABLE |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION GERMANY |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER 5,000,000 Common Shares (1) (See Item 5) |
| 8 |
SHARED
VOTING POWER 0 Common Shares |
| 9 |
SOLE
DISPOSITIVE POWER 5,000,000 Common Shares (1) (See Item 5) |
| 10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
5,000,000
Common Shares (1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.54%(2) |
| 14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mr. Johannes Kuhn is the substantial majority beneficial owner of Arion
Agrivoltaics.
(2)
Percentage
calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023 reported in the Issuer’s Annual
Report on Form 10-K filed on March 10, 2023.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
4 of 8 pages |
| 1 |
NAMES
OF REPORTING PERSONS. UTE KUHN |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_] |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS (see instructions) NOT APPLICABLE |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION GERMANY |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER 5,000,000 Common Shares(1) (See Item 5) |
| 8 |
SHARED
VOTING POWER 0 Common Shares |
| 9 |
SOLE
DISPOSITIVE POWER 5,000,000 Common Shares(1) (See Item 5) |
| 10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
5,000,000 Common Shares(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.54%(2) |
| 14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mrs. Ute Kuhn is the substantial majority beneficial owner of Arion
Agrivoltaics.
(2)
Percentage
calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023 reported in the Issuer’s Annual
Report on Form 10-K filed on March 10, 2023.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
5 of 8 pages |
|
Item 1. |
Security and Issuer. |
This Schedule 13D is filed by the Reporting
Persons (as defined below) and relates to shares of the common stock, par value $0.0001 per share (“Common Shares”), CUSIP
043635606, of Ascent Solar Technologies, Inc., a Delaware corporation (“Issuer”). The principal executive offices of the
Issuer are located at 12300 Grant Street, Thornton, Colorado 80241. The Issuer’s Common Shares are listed on Nasdaq under the symbol
“ASTI”.
|
Item 2. |
Identity and Background. |
(a)-(c) Pursuant to Rule 13d-1(a)
of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
Boulevard“Act”), this Schedule 13D is filed by Arion Agrophotovoltaic Private Limited, a Singapore private company
(“Arion”), Mr. Johannes Kuhn, a citizen of Germany, and Ms. Ute Kuhn, a citizen of Germany (together, the
“Reporting Persons”). Arion is mainly engaged in the business of manufacturing photovoltaic solar cells. Mr. Kuhn
and Ms. Kuhn are mainly engaged in the investment business.
The business address of Arion is 8, Temasek Boulevard, Suntec
Boulevard Tower 3, #29-03A, Singapore 038988
The business address of Mr. Kuhn and Ms.
Kuhn is Boulevard 70-72 Muehlenweg, L-2155 Luxembourg.
(d) and (e) During the last five years, neither of the Reporting
Persons nor Tan Keng Tiong, CEO of Arion, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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.
(f) The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Arion is set forth below:
| Name |
Offices Held |
Citizenship |
Address |
| Johannes Kuhn |
Shareholder (90%) |
German |
Eibenweg 14, 4310 Rheinfelden,
Switzerland |
| Tan Keng Tiong |
Shareholder (10%)
Director and CEO |
Malaysian |
45, North Canal Road,
#01-01 Lew Building
Singapore 059301 |
| Leo Hee Kiang |
General Manager |
Singapore |
8, Temasek Boulevard
Suntec Tower 3,
#29-03A, Singapore 038988 |
| Chow Siew Meng |
Regional Manager – Business Development |
Singapore |
8, Temasek Boulevard
Suntec Tower 3,
#29-03A, Singapore 038988 |
|
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item 3 is amended and restated in its entirety
as follows as of the date of this Amendment:
On February 3, 2023, BD1 Investment Holding,
LLC (“BD1”) transferred 500,000 Issuer common shares to Arion. BD1 is beneficially owned by Mr Kuhn and Ms. Kuhn.
On April 6, 2023, BD1 transferred 4,500,000
Issuer common shares to Arion. These transfers to Arion were made for a consideration other than cash in order to purchase shares in Arion.
Arion is 90% beneficially owned by Mr. Kuhn and Ms. Kuhn.
This Schedule 13D does not include information
about the Issuer’s common shares that continue to be owned by BD1. That information is separately reported on the Schedule 13D (as
amended) filed by BD1.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
6 of 8 pages |
|
Item
4. |
Purpose
of Transaction. |
The information set forth in or incorporated
by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
As of the date of this Schedule 13D and except
as set forth herein, the Reporting Persons have no plans, proposals or negotiations that relate to or would result in any of the matters
set forth within (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis and, depending on various factors including, without limitation, the Issuer’s financial position, the price levels
of the outstanding Common Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may, in the future, take such actions with respect to the Common Shares owned by them including, without limitation, engaging in communications
with management and the board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the
Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition), purchasing additional Common Shares, selling some or all of their
Common Shares, or taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or otherwise
changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
|
Item
5. |
Interest
in Securities of the Issuer. |
(a)-(b)
The following information with respect to the ownership of Common Shares by the Reporting Persons filing this statement on Schedule 13D/A
is provided as of the date of this filing:
| Reporting Persons | |
Common Shares
Held Directly | |
Shared Voting
Power | |
Shared
Dispositive Power | |
Beneficial
Ownership | |
Percentage
Owned(1) |
| | |
| |
| |
| |
| |
|
| Arion Agrophotovoltaic Private Limited | |
| 5,000,000 | | |
| 0 | | |
| 0 | | |
| 5,000,000 | | |
| 13.54 | % |
| Johannes and Ute Kuhn | |
| 5,000,000 | | |
| | | |
| | | |
| 5,000,000 | | |
| 13.54 | % |
(1) Percentage calculated based on 36,928,917
Common Shares issued and outstanding as of March 10, 2023, as reported in the Issuer’s Annual Report on Form 10-K filed on March
10, 2023.
(c) Except as set forth below, to the knowledge
of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b), none of the persons named in response to Item
5(a)-(b) has effected any transactions in the Common Shares during the past 60 days.
On March 17, 2023, BD1 (which is beneficially
owned by Mr. Kuhn and Ms. Kuhn) disposed of 3,000,000 shares of Common Stock of the Issuer to make a payment under an existing and outstanding
promissory note.
(d) Except as disclosed in this Schedule 13D, no person is known to
the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, any Common Shares except for Arion.
(e)
Not applicable.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
7 of 8 pages |
| |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Arion is 90% beneficially owned by Mr. Kuhn and Ms.
Kuhn.
|
Item
7. |
Materials
to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons
Exhibit 99.2 Power of Attorney for Johannes Kuhn
Exhibit 99.3 Power of Attorney for Ute Kuhn
Exhibit 99.4 Power of Attorney for Arion
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
8 of 8 pages |
SIGNATURE
After
reasonable inquiry, to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true,
complete and correct.
| Date:
April 17, 2023 |
ARION AGROPHOTOVOLTAIC PRIVATE LIMITED |
| |
|
|
| |
By: |
/s/ James H. Carroll |
| |
Name:
Title: |
James H. Carroll
Attorney-in fact |
| Date:
April 17, 2023 |
/s/
James H. Carroll, attorney-in-fact |
| |
Johannes
Kuhn |
| Date:
April 17, 2023 |
/s/
James H. Carroll, attorney-in-fact |
| |
Ute
Kuhn |