Sec Form 13G Filing - CHER HOLDINGS INC. filing for SIMPLY INC (SIMPQ) - 2020-04-02

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SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

COOL HOLDINGS, INC.

(Name of Issuer)

COMMON SHARES

(Title of Class of Securities)

21640C105

(CUSIP Number)

January 27, 2020

(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)

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CUSIP No. 21640C105

13G

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1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	CHER Holdings Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒  (b) ☐

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

		5	SOLE VOTING POWER
NUMBER OF			6,666,666*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY			0

OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			6,666,666*

REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,666,666*

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	Up to 9.99%**

12	TYPE OF REPORTING PERSON*
	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 21640C105

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Item 1 (a). Name of Issuer:

Cool Holdings, Inc. (the "Issuer")

Item 1 (b). Address of Issuer's Principal Executive Offices:

2001 NW 84^th Avenue

Miami, Florida 33122

Item 2 (a). Name of Person Filing:

CHER Holdings Inc.

Item 2 (b). Address of Principal Business Office or, if None, Residence:

71 Elmer Avenue
Toronto, Ontario M4L 3R6 Canada

Item 2 (c). Citizenship:

Ontario, Canada

Item 2 (d). Title of Class of Securities:

Common Shares

Item 2 (e). CUSIP Number:

21640C105

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 (a) ☐ Broker or dealer registered under Section 15 of the Act;

 (b) ☐ Bank as defined in Section 3(a)(6) of the Act;

 (c) ☐ Insurance Company as defined in Section 3(a)(19) of the Act;

 (d) ☐ Investment Company registered under Section 8 of the Investment Company Act;

 (e) ☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 (f) ☐ Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

 (g) ☐ Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

 (j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 ☒ If this statement is filed pursuant to Rule 13d-1(c), check this box.

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Item 4. Ownership.

 Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 (a) Amount beneficially owned:  6,666,666*

 (b) Percent of class:  Up to 9.99%**

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote:  6,666,666*

 (ii) Shared power to vote or to direct the vote:  0

 (iii) Sole power to dispose or to direct the disposition of:  6,666,666*

 (iv) Shared power to dispose or to direct the disposition of:  0

*Consists of 3,333,333 common shares of the Issuer and 3,333,333 warrants exercisable for common shares of the Issuer.

**Calculated based on 43,776,992 outstanding shares of the Issuer as of January 27, 2020, together with 3,333,333 common shares in aggregate underlying warrants owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.  The warrants are not exercisable if, as a result of an exercise, the holder would then become a "ten percent beneficial owner" of the Issuer's common stock, as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended (the "Act").

Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

 If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 N/A

Item 8. Identification and Classification of Members of the Group.

 N/A

Item 9. Notice of Dissolution of Group.

 N/A

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Item 10. Certification.  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

	March   16 , 2020
	(Date)
	CHER HOLDINGS INC.
	By: /s/ Paul Reid         Name: Paul Reid         Title: President

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