Ilustrato Pictures Takes Active Stake in Samsara Luggage
Ticker: ILUS · Form: SC 13D · Filed: Jan 9, 2024 · CIK: 1496383
Complexity: simple
Sentiment: mixed
Topics: insider-buy, activist-investing, corporate-governance
TL;DR
**Ilustrato Pictures just bought a big chunk of Samsara Luggage, signaling potential changes ahead.**
AI Summary
Ilustrato Pictures International Inc. has filed a Schedule 13D, indicating they have acquired a significant stake in Samsara Luggage, Inc. This filing, dated January 5, 2024, signals that Ilustrato Pictures now holds a position that allows them to influence or control Samsara Luggage. For current or prospective Samsara Luggage shareholders, this could mean potential changes in company strategy, management, or even a future acquisition, as a 13D filing suggests an active, rather than passive, investment intent.
Why It Matters
This filing indicates a new major shareholder, Ilustrato Pictures International Inc., which could lead to strategic shifts or a change in control for Samsara Luggage, Inc.
Risk Assessment
Risk Level: medium — A new activist investor can bring positive changes but also uncertainty regarding the company's future direction and potential conflicts.
Analyst Insight
A smart investor would monitor future announcements from both Ilustrato Pictures and Samsara Luggage for insights into potential strategic shifts or corporate actions, as this filing signals an active investment intent.
Key Players & Entities
- Ilustrato Pictures International Inc. (company) — the entity filing the SC 13D, acquiring a stake in Samsara Luggage, Inc.
- Samsara Luggage, Inc. (company) — the subject company in which Ilustrato Pictures International Inc. has acquired a stake
- Nicolas Link (person) — the person authorized to receive notices and communications for Ilustrato Pictures International Inc.
- $0.0001 (dollar_amount) — par value per share of Samsara Luggage, Inc. Common Stock
Forward-Looking Statements
- Ilustrato Pictures International Inc. will seek to influence strategic decisions at Samsara Luggage, Inc. (Samsara Luggage, Inc.) — medium confidence, target: Within 6-12 months
- Samsara Luggage, Inc. may experience changes in its executive management or board composition. (Samsara Luggage, Inc.) — medium confidence, target: Within 12 months
FAQ
What is the CUSIP number for Samsara Luggage, Inc. Common Stock?
The CUSIP number for Samsara Luggage, Inc. Common Stock is 79589J101, as stated in the filing.
When was the event that required Ilustrato Pictures International Inc. to file this Schedule 13D?
The date of the event which required the filing of this statement was January 5, 2024.
What is the business address of Ilustrato Pictures International Inc. as listed in the filing?
Ilustrato Pictures International Inc.'s business address is 135 East 57th St. Suite 18-130, New York, NY 10022, according to the filing.
What is the par value per share of Samsara Luggage, Inc. Common Stock?
The par value per share of Samsara Luggage, Inc. Common Stock is $0.0001, as specified in the filing.
What was the former name of Samsara Luggage, Inc. and when did the name change occur?
Samsara Luggage, Inc. was formerly known as Darkstar Ventures, Inc., and the name change occurred on September 15, 2011 (20110915).
Filing Stats: 4,613 words · 18 min read · ~15 pages · Grade level 14.2 · Accepted 2024-01-09 12:06:17
Key Financial Figures
- $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
- $500,000 — nture”) in the original amount of $500,000 plus accrued and unpaid interest as of
- $102,739 — npaid interest as of January 3, 2023 of $102,739.73, for an aggregate amount of $602,739
- $602,739.73 — $102,739.73, for an aggregate amount of $602,739.73. The Convertible Debenture was reissued
- $603,013 — principal and interest in the amount of $603,013.70, with a maturity date of January 5,
- $203,915.50 — n exchange for the aggregate payment of $203,915.50 on January 3, 2024. Source of funds pr
- $603,013.70 — 24, in the reissued principal amount of $603,013.70 5 SIGNATURE After reasonable inquir
Filing Documents
- ea191380-13dilustrato_samsa.htm (SC 13D) — 229KB
- 0001213900-24-002150.txt ( ) — 231KB
SECURITY AND ISSUER
ITEM 1. SECURITY AND ISSUER. Samsara Luggage, Inc., a Nevada corporation (the “Issuer”), which has principal executive offices at 135 East 57 th Street, Suite 18-130, New York, NY 10022. This statement relates to the Issuer’s class of common stock, $0.0001 par value per share (the “Common Stock”).
IDENTITY AND BACKGROUND
ITEM 2. IDENTITY AND BACKGROUND. ILUSTRATO PICTURES INTERNATIONAL INC. (a) The reporting person is ILUSTRATO PICTURES INTERNATIONAL INC., a Nevada corporation (the “Reporting Person”). (b) The Reporting Person’s principal office is located 26 Broadway, New York, NY 10004. (c) The principal business of the Reporting Person is the global public safety and technology, engineering, and manufacturing industries. Historically, the company has evolved out of the public safety sector mainly through the development and manufacture of Emergency Services products, including Emergency Response vehicles, Special Vehicle conversions, Commercial EVs, and IoT Technology. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. The Reporting Person was not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal, state securities laws or finding any violation with respect to such laws. NICOLAS LINK (a) Nicolas is the chairman of the Reporting Person. (b) Mr. Link’s address 135 East 57 th St., Suite 18-130, New York, NY 10022. (c) Mr. Link is the chairman of the Reporting Person. (d) Mr. Link has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Link has not, during the last five years, 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. (f) Mr. Link is a citizen of the South A
SOURCE AND AMOUNT OF FUNDS
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See Item 4 below.
PURPOSE OF TRANSACTION
ITEM 4. PURPOSE OF TRANSACTION The Reporting Person entered into the transaction as part of a strategic investment in the Issuer as a Special Purpose Vehicle for Emergency Response Technologies “ERT”. On January 3, 2024, the Reporting Person entered into the Convertible Debenture Sale Purchase & Assignment Agreement (the “Assignment Agreement”) with YAII PN Ltd (the “Seller”), and the Issuer, pursuant to which the Seller sold and assigned to the Reporting Person a convertible debenture dated December 19, 2021 (the “Convertible Debenture”) in the original amount of $500,000 plus accrued and unpaid interest as of January 3, 2023 of $102,739.73, for an aggregate amount of $602,739.73. The Convertible Debenture was reissued for principal and interest in the amount of $603,013.70, with a maturity date of January 5, 2025. Interest accrues on the outstanding principal balance at an annual rate of 10%. The Reporting Person acquired the Convertible Debenture in exchange for the aggregate payment of $203,915.50 on January 3, 2024. Source of funds provided by financing activities in Ilustrato Pictures International Inc. On January 5, 2024, the Reporting Person converted the Convertible Debenture into 150,753,425 shares of common stock in the Issuer pursuant to the terms of said Convertible Debenture. As a result of such conversion, the Reporting Person acquired control of 91.5 % of the outstanding shares in the Issuer. The foregoing description of the Assignment Agreement and the Convertible Debenture are qualified by reference to such agreements, copies of which are filed as Exhibits 7.1 and 7.2, respectively, and incorporated herein by reference.
INTEREST IN SECURITIES OF THE ISSUER
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a, b) As of the date of this statement, the Reporting Person is the beneficial owner of 150,753,425 or 91.5% of the Issuer’s issued and outstanding shares of Common Stock, based on an aggregate of 164,675,839 shares of Common Stock issued and outstanding as of January 5, 2024. The Reporting Person has the sole power to vote or direct the vote, sole power to dispose or to direct the disposition of the shares. (c) See Item 4 of this Schedule 13D. (d) Not applicable. (e) Not applicable.
Contracts, Arrangements, Understandings or Relationships
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information contained in Item 4 and 7 of this Schedule 13 D is incorporated herein by reference.
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits. 1. Convertible Debenture Sale, Purchase & Assignment Agreement, dated as of January 3, 2024, by and Among YAII, Ltd, Ilustrato Pictures International Inc., and the Issuer. 2. Convertible Debenture, reissued January 5, 2024, in the reissued principal amount of $603,013.70 5 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. January 9, 2024 ILUSTRATO PICTURES INTERNATIONAL INC By: /s/ Nicolas Link Name: Nicolas Link Title: CEO 6 EXHIBIT A CONVERTIBLE DEBENTURE SALE, PURCHASE & ASSIGNMENT AGREEMENT THIS CONVERTIBLE DEBENTURE SALE, PURCHASE & ASSIGNMENT AGREEMENT (this “Agreeme nt”), dated as of January 3, 2024, by and among YAII PN, LTD (the “ Seller ”), a Cayman Islands limited company with an address at 1012 Springfield Avenue Mountainside, NJ 07092 and ILLUSTRATO PICTURES INTERNATIONAL INC. (AKA ILUS International) (the “ Buyer ”), a company organized under the laws of Nevada with an address at 26 Broadway, New York, NY 10004 and SAMSARA LUGGAGE INC. , a company organized under the laws of Nevada with an address at 135 E. 57 th Street, New York, NY 10022 (“ Company ”) (the Seller and the Buyer shall individually hereunder be referred to as a “Party” or collectively as the “ Parties ”). WITNESSETH WHEREAS, the Company and the Seller entered into certain investment arrangements set forth on Schedule A attached hereto and referred to herein collectively as the “ Transaction Documents ” pursuant to which the Seller is the owner of and holds a convertible debenture dated December 14, 2021 (the “ December 2021 Debenture” and/or the “Convertible Debenture” ) as set forth below: Convertible Debenture Number Issuance Date Holder Original Face Amount Outstanding Principal Accr