| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
INNOVATE Corp. (Name of Issuer) |
Common Shares, par value $0.001 per share (Title of Class of Securities) |
45784J303 (CUSIP Number) |
01/21/2025 (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) |
SCHEDULE 13G |
| CUSIP No. | 45784J303 |
| 1 | Names of Reporting Persons Whitefort Capital Management, LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,029,264.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, PN |
SCHEDULE 13G |
| CUSIP No. | 45784J303 |
| 1 | Names of Reporting Persons David Salanic | ||||||||
| 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 FRANCE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,029,264.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| CUSIP No. | 45784J303 |
| 1 | Names of Reporting Persons Joseph Kaplan | ||||||||
| 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,029,264.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: INNOVATE Corp. | |
| (b) | Address of issuer's principal executive
offices: 295 Madison Ave, 12th Floor, NEW YORK, New York, 10017 | |
| Item 2. | ||
| (a) | Name of person filing: Whitefort Capital Management, LP, a Delaware limited partnership ("Whitefort Management");
David Salanic, a French citizen ("Mr. Salanic"); and
Joseph Kaplan, a United States citizen ("Mr. Kaplan").
Whitefort Management acts as the investment manager of certain client accounts. Each of Mr. Salanic and Mr. Kaplan is a Co-Managing Partner of Whitefort Management.
By virtue of these relationships, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be deemed to have voting and dispositive power with respect to shares of Common Stock (as defined below) held in client accounts managed by Whitefort Management. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is 12 East 49th Street, 40th Floor, New York, New York 10017. | |
| (c) | Citizenship: Mr. Salanic is a citizen of France.
Mr. Kaplan is a citizen of the United States.
Whitefort Management is a limited partnership formed under the laws of the State of Delaware. | |
| (d) | Title of class of securities: Common Shares, par value $0.001 per share | |
| (e) | CUSIP No.: 45784J303 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (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 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of the close of business on January 21, 2025,
(i) Whitefort Management, as the investment manager of certain client accounts, may be deemed to beneficially own the 1,029,264 Shares held in such accounts, consisting of 743,000 Shares held outright and $12,218,000 in principal amount of the Issuer's 7.5% convertible senior notes due 2026 (the "2026 Convertible Notes") that are currently convertible into 286,264 Shares;
(ii) Mr. Salanic, as a Co-Managing Partner of Whitefort Management, may be deemed to beneficially own the 1,029,264 Shares held in the client accounts managed by Whitefort Management, consisting of 743,000 Shares held outright and $12,218,000 in principal amount of 2026 Convertible Notes that are currently convertible into 286,264 Shares.
(iii) Mr. Kaplan, as a Co-Managing Partner of Whitefort Management, may be deemed to beneficially own the 1,029,264 Shares held in the client accounts managed by Whitefort Management, consisting of 743,000 Shares held outright and $12,218,000 in principal amount of 2026 Convertible Notes that are currently convertible into 286,264 Shares. | |
| (b) | Percent of class: The percentage of Shares reported owned by each person named herein is based upon 13,261,379 Shares outstanding as of November 1, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024. As of the close of business on January 21, 2025, each of the Reporting Persons may be deemed to beneficially own 7.6% of the outstanding Shares. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-8. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-8. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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Exhibit
Information |
Exhibit 99.1 - Joint Filing Agreement |