Statement of Ownership (sc 13g)
February 23 2023 - 06:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CASTELLUM, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
14838T204
(CUSIP Number)
October 12, 2022
(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) |
|
* |
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 the 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 13G
|
1 |
Names of reporting persons
Crom Cortana Fund, LLC
|
|
2 |
Check the appropriate box if a member of a group (see
instructions)
(a) ¨
(b) ¨
|
|
3 |
SEC use only
|
|
4 |
Citizenship or place of organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5 |
Sole voting power
0
|
|
6 |
Shared voting power
4,149,780(1)(2)
|
|
7 |
Sole dispositive power
0
|
|
8 |
Shared dispositive power
4,149,780(1)(2)
|
|
9 |
Aggregate amount beneficially owned by each reporting person
4,149,780(1)(2)
|
|
10 |
Check if the aggregate
amount in row (9) excludes certain shares (see
instructions)
|
¨ |
|
11 |
Percent of class represented by amount in Row (9)
9.9%(3)
|
|
12 |
Type of reporting person (see instructions)
OO
|
| (1) |
These shares are held directly by
Crom Cortana Fund, LLC, an entity controlled by its co-founders and
general partners, Yang Yu Chen and Liam Sherif, (collectively the
“Reporting Persons”). The Reporting Persons share voting and
dispositive power over these securities. |
| (2) |
Does not include 757,850 shares of
the Issuer’s common stock that the Reporting Persons have sold in
the open market since October 12, 2022. Includes only 445,130 of an
aggregate of 1,400,000 shares of the Issuer’s common stock issuable
upon the conversion of a convertible note and the exercise of a
warrant, each of which contains a “blocker” provision that
prohibits the conversion or exercise, as applicable, of any portion
thereof if, after giving effect to such conversion or exercise, the
Reporting Persons and its affiliates would beneficially own in
excess of 9.99% of the outstanding shares of the Issuer’s common
stock. |
| (3) |
The percentage is calculated based
on 41,539,342 shares of the Issuer’s common stock outstanding as of
November 10, 2022, as reported in the Issuer’s quarterly report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022. |
SCHEDULE 13G
|
1 |
Names of reporting persons
Liam Sherif
|
|
2 |
Check the appropriate box if a member of a group (see
instructions)
(a) ¨
(b) ¨
|
|
3 |
SEC use only
|
|
4 |
Citizenship or place of organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5 |
Sole voting power
0
|
|
6 |
Shared voting power
4,149,780(1)(2)
|
|
7 |
Sole dispositive power
0
|
|
8 |
Shared dispositive power
4,149,780(1)(2)
|
|
9 |
Aggregate amount beneficially owned by each reporting person
4,149,780(1)(2)
|
|
10 |
Check if the aggregate
amount in row (9) excludes certain shares (see
instructions)
|
¨ |
|
11 |
Percent of class represented by amount in Row (9)
9.9%(3)
|
|
12 |
Type of reporting person (see instructions)
IN`
|
| (1) |
These shares are held directly by
Crom Cortana Fund, LLC, an entity controlled by its co-founders and
general partners, Yang Yu Chen and Liam Sherif, (collectively the
“Reporting Persons”). The Reporting Persons share voting and
dispositive power over these securities. |
| (2) |
Does not include 757,850 shares of
the Issuer’s common stock that the Reporting Persons have sold in
the open market since October 12, 2022. Includes only 445,130 of an
aggregate of 1,400,000 shares of the Issuer’s common stock issuable
upon the conversion of a convertible note and the exercise of a
warrant, each of which contains a “blocker” provision that
prohibits the conversion or exercise, as applicable, of any portion
thereof if, after giving effect to such conversion or exercise, the
Reporting Persons and its affiliates would beneficially own in
excess of 9.99% of the outstanding shares of the Issuer’s common
stock. |
| (3) |
The percentage is calculated based
on 41,539,342 shares of the Issuer’s common stock outstanding as of
November 10, 2022, as reported in the Issuer’s quarterly report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022. |
SCHEDULE 13G
|
1 |
Names of reporting persons
Yang Yu Chen
|
|
2 |
Check the appropriate box if a member of a group (see
instructions)
(a) ¨
(b) ¨
|
|
3 |
SEC use only
|
|
4 |
Citizenship or place of organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5 |
Sole voting power
0
|
|
6 |
Shared voting power
4,149,780(1)(2)
|
|
7 |
Sole dispositive power
0
|
|
8 |
Shared dispositive power
4,149,780(1)(2)
|
|
9 |
Aggregate amount beneficially owned by each reporting person
4,149,780(1)(2)
|
|
10 |
Check if the aggregate
amount in row (9) excludes certain shares (see
instructions)
|
¨ |
|
11 |
Percent of class represented by amount in Row (9)
9.9%(3)
|
|
12 |
Type of reporting person (see instructions)
IN`
|
| (1) |
These shares are held directly by
Crom Cortana Fund, LLC, an entity controlled by its co-founders and
general partners, Yang Yu Chen and Liam Sherif, (collectively the
“Reporting Persons”). The Reporting Persons share voting and
dispositive power over these securities. |
| (2) |
Does not include 757,850 shares of
the Issuer’s common stock that the Reporting Persons have sold in
the open market since October 12, 2022. Includes only 445,130 of an
aggregate of 1,400,000 shares of the Issuer’s common stock issuable
upon the conversion of a convertible note and the exercise of a
warrant, each of which contains a “blocker” provision that
prohibits the conversion or exercise, as applicable, of any portion
thereof if, after giving effect to such conversion or exercise, the
Reporting Persons and its affiliates would beneficially own in
excess of 9.99% of the outstanding shares of the Issuer’s common
stock. |
| (3) |
The percentage is calculated based
on 41,539,342 shares of the Issuer’s common stock outstanding as of
November 10, 2022, as reported in the Issuer’s quarterly report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022. |
SCHEDULE 13G
Item 1.
Item 1(a). Name of Issuer:
Castellum, Inc.
Item 1(b). Address of issuer’s principal executive offices:
3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814
Item 2(a) (b) and (c). Name address and citizenship of reporting
persons:
This Schedule 13G is being filed on behalf of (i) Crom Cortana
Fund, a Delaware limited liability company (“Crom”); (ii) Liam
Sherif, an individual who is a citizen of the United States of
America (“Mr. Sherif”) and (iii) Yang Yu Chen, an individual who is
a citizen of the United States of America (“Mr. Chen”)
(collectively, the “Reporting Persons”).
Item 2(b). The principal
business address for all reporting persons is:
Crom Cortana Fund, LLC
228 Park Avenue South PMB 57033
New York, New York 10003
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the
Reporting Persons have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
Item 2(d). Title of class of
securities:
Common Stock, $0.0001 par value per share.
Item 2(e). CUSIP No.:
14838T204
Item 3. If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
Not applicable.
SCHEDULE 13G
Item 4. Ownership.
The Reporting Persons beneficially own 4,149,780 shares of the
Issuer’s common stock. The other information required by this item
with respect to the Reporting Person is set forth in Rows 5 through
9 and 11 of the cover page to this Schedule 13G, which is
incorporated herein by reference.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More
than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
Not applicable.
Item 8. Identification and
Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution
of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SCHEDULE 13G
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s
knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: February 22, 2023
| |
CROM CORTANA FUND,
LLC |
| |
|
| |
By: |
/s/ Yang Yu
Chen |
| |
|
Name:
|
Yang Yu
Chen
|
| |
|
Title: |
General
Partner |
| |
By: |
/s/ Liam
Sherif |
| |
|
Name:
|
Liam Sherif
|
| |
|
Title: |
General Partner |
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