|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Dominari Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
008875304 (CUSIP Number) |
Robert Charron Ellenoff Grossman & Schole LLP, 1345 6th Avenue New York, NY, 10105 (212) 370-1300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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. | 008875304 |
| 1 |
Name of reporting person
Kyle Michael Wool | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,259,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.96 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Of the 2,200,769 shares reported as beneficially owned with shared voting and dispositive power, 958,780 shares are beneficially owned directly by Mr. Wool and 1,241,989 shares are beneficially owned directly by Ms. Yu, Mr. Wool's spouse. Of the 58,262 shares reported as beneficially owned with sole voting and dispositive power, 27,750 shares are held by Mr. Wool's SEP-IRA, over which Mr. Wool has sole control, 24,000 shares are held by Mr. Wool's Rollover IRA, over which Mr. Wool has sole control, 1,477 shares are held by Catatonk Creek, LLC, of which Mr. Wool is the sole member, 1,476 shares are held by Tioga 22, LLC, of which Mr. Wool is the sole member, and 3,559 shares are held in a UTMA account for the benefit of a minor relative. This excludes an aggregate of 576,368 shares issuable pursuant to Warrants (as defined below) purchased by the Reporting Person in connection with the Issuer's private placement and registered direct offering (collectively, the "Offering") that closed on February 12, 2025, which are not currently exercisable due to certain beneficial ownership blockers.
(2) Row (13) is calculated based on 11,314,927 shares of Common Stock of the Issuer outstanding, which includes 7,037,022 shares of Common Stock outstanding as of February 7, 2025, and 3,876,054 shares of Common Stock issued pursuant to the Offering, 50,000 shares of Common Stock issued to the Issuer's independent directors on February 12, 2025 and 351,851 shares of Common Stock issued to a certain officer of the Issuer on February 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 008875304 |
| 1 |
Name of reporting person
Soo Yu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,202,246.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Of the 2,200,769 shares reported as beneficially owned with shared voting and dispositive power, 1,241,989 shares are beneficially owned directly by Ms. Yu and 958,780 shares are beneficially owned directly by Mr. Wool, Ms. Yu's spouse. The 1,477 shares reported as beneficially owned with sole voting and dispositive power are held by Dongam, LLC, of which Ms. Yu is the sole member.
(2) Row (13) is calculated based on 11,314,927 shares of Common Stock of the Issuer outstanding, which includes 7,037,022 shares of Common Stock outstanding as of February 7, 2025, and 3,876,054 shares of Common Stock issued pursuant to the Offering, 50,000 shares of Common Stock issued to the Issuer's independent directors on February 12, 2025, and 351,851 shares of Common Stock issued to a certain officer of the Issuer on February 12, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Dominari Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
725 FIFTH AVENUE, 22ND FLOOR, NEW YORK,
NEW YORK
, 10022. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") is filed to amend the Schedule 13D (the "Initial Schedule 13D") filed with the Securities and Exchange Commission on December 28, 2022 by Kyle Michael Wool and Soo Yu, as amended by Amendment No. 1 to Schedule 13D filed on July 6, 2023 ("Amendment No. 1"), as amended by Amendment No. 2 to Schedule 13D filed on December 28, 2023 ("Amendment No. 2"), as amended by Amendment No. 3 to Schedule 13D filed on December 28, 2023 ("Amendment No. 3"), as amended by Amendment No. 4 to Schedule 13D filed on January 3, 2025 ("Amendment No. 4, and collectively with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the "Schedule 13D"). This Amendment No. 5 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 5, the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Paragraphs (a) and (c) of Item 2 of the Original Schedule 13D are hereby deleted in their entirety and replaced with the following:
This statement on Schedule 13D is being filed jointly by Kyle Michael Wool and Soo Yu as individuals, each of whom is referred to herein, together, as the "Reporting Persons." The Reporting Persons are husband and wife. | |
| (b) | The principal business address of the Reporting Persons is c/o Dominari Holdings Inc., 725 5th Avenue, 22nd Floor, New York, New York 10022. | |
| (c) | Mr. Wool is President of the Issuer, Chief Executive Officer of Dominari Financial Inc. (the Issuer's financial services subsidiary) and Chief Executive Officer of Dominari Securities LLC (the Issuer's broker-dealer subsidiary) ("Dominari Securities"). Each of Mr. Wool and Ms. Yu also serve as directors on the board of directors of the Issuer. On April 3, 2023, Ms. Yu entered into an Employment Agreement with Dominari Securities, as amended by the Amendment to Employment Agreement, dated as of April 19, 2023 (the "Employment Agreement"), to serve, initially, as a special projects manager and a registered brokerage representative of Dominari Securities, and she was subsequently promoted to Chief Operating Officer of Dominari Securities. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented with the following:
On February 12, 2025, the Reporting Person acquired 288,184 shares of Common Stock, Series A Warrants (the "Series A Warrants") to purchase up to 288,184 shares of Common Stock and Series B Warrants (the "Series B Warrants", together with the Series A Warrants, the "Warrants") to purchase up to 288,184 shares of Common Stock of the Issuer at a combined purchase price of $3.47 per share and accompanying Warrants with personal funds pursuant to the Offering for his personal account. The shares of Common Stock issuable pursuant to the Warrants are not currently exercisable due to certain beneficial ownership blockers. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following:
The transaction giving rise to the filing of this Amendment No. 5 is the acquisition by the Reporting Person of 288,814 shares of Common Stock, Series A Warrants to purchase up to 288,814 shares of Common Stock and Series B Warrants to purchase up to 288,814 shares of Common Stock of the Issuer at a combined purchase price of $3.47 per share and accompanying Warrants with personal funds pursuant to the Offering for his personal account. The shares of Common Stock issuable pursuant to the Warrants are not currently exercisable due to certain beneficial ownership blockers.
Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a)-(b) The Reporting Persons have shared voting and dispositive power over 2,200,769 shares of Common Stock of the Issuer as a result of their status as husband and wife. Of the 2,200,769 shares of Common Stock that the Reporting Persons have shared voting and dispositive power over, 958,780 shares are beneficially owned directly by Mr. Wool and 1,241,989 shares are beneficially owned directly by Ms. Yu. In addition, Mr. Wool has sole voting and dispositive power over 58,262 shares of Common Stock, which he holds indirectly as follows: 27,500 shares are held by Mr. Wool's SEP-IRA, over which Mr. Wool has sole control, 24,000 shares are held by Mr. Wool's Rollover IRA, over which Mr. Wool has sole control, 1,477 shares are held by Catatonk Creek, LLC, of which Mr. Wool is the sole member; 1,476 shares are held by Tioga 22, LLC, of which Mr. Wool is the sole member; and 3,559 shares are held in a UTMA account for the benefit of a minor relative. Ms. Yu has sole voting and dispositive power over an additional 1,477 shares, which are held by Dongam, LLC, of which Ms. Yu is the sole member. Accordingly, on an individual basis, Mr. Wool and Ms. Yu beneficially own 19.96% and 19.46%, respectively, of the outstanding Common Stock of the Issuer based on 11,314,927 shares of Common Stock of the Issuer outstanding, which includes 7,037,022 shares of Common Stock outstanding as of February 7, 2025, and 3,876,054 shares of Common Stock issued pursuant to the Offering, 50,000 shares of Common Stock issued to the Issuer's independent directors on February 12, 2025 and 351,851 shares of Common Stock issued to a certain officer of the Issuer on February 12, 2025. | |
| (b) | (a)-(b) The Reporting Persons have shared voting and dispositive power over 2,200,769 shares of Common Stock of the Issuer as a result of their status as husband and wife. Of the 2,200,769 shares of Common Stock that the Reporting Persons have shared voting and dispositive power over, 958,780 shares are beneficially owned directly by Mr. Wool and 1,241,989 shares are beneficially owned directly by Ms. Yu. In addition, Mr. Wool has sole voting and dispositive power over 58,262 shares of Common Stock, which he holds indirectly as follows: 27,500 shares are held by Mr. Wool's SEP-IRA, over which Mr. Wool has sole control, 24,000 shares are held by Mr. Wool's Rollover IRA, over which Mr. Wool has sole control, 1,477 shares are held by Catatonk Creek, LLC, of which Mr. Wool is the sole member; 1,476 shares are held by Tioga 22, LLC, of which Mr. Wool is the sole member; and 3,559 shares are held in a UTMA account for the benefit of a minor relative. Ms. Yu has sole voting and dispositive power over an additional 1,477 shares, which are held by Dongam, LLC, of which Ms. Yu is the sole member. Accordingly, on an individual basis, Mr. Wool and Ms. Yu beneficially own 19.96% and 19.46%, respectively, of the outstanding Common Stock of the Issuer based on 11.314.927 shares of Common Stock of the Issuer outstanding, which includes 7,037,022 shares of Common Stock outstanding as of February 7, 2025, and 3,876,054 shares of Common Stock issued pursuant to the Offering, 50,000 shares of Common Stock issued to the Issuer's independent directors on February 12, 2025 and 351,851 shares of Common Stock issued to a certain officer of the Issuer on February 12, 2025. | |
| (c) | The following transactions in the shares of Common Stock were conducted by the Reporting Person within the past sixty (60) days:
The Reporting Person acquired 288,814 shares of Common Stock, Series A Warrants to purchase up to 288,814 shares of Common Stock and Series B Warrants to purchase up to 288,814 shares of Common Stock of the Issuer at a combined purchase price of $3.47 per share and accompanying Warrants with personal funds pursuant to the Offering for his personal account. The shares of Common Stock issuable pursuant to the Warrants are not currently exercisable due to certain beneficial ownership blockers. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In his capacity as President of the Issuer, the Reporting Person may be entitled to receive cash compensation and equity compensation, including share options or other equity awards, pursuant to the Issuer's 2022 Equity Incentive Plan. Such compensation is based on the Issuer meeting or exceeding certain annual revenue amounts during specified calendar years.
The information provided or incorporated by reference in Items 2, 3, 4 and 5 of this Amendment No. 5, is hereby incorporated herein by this reference thereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1.01 Joint Filing Agreement, dated as of February 12, 2025, between the Reporting Persons. | ||
| 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.
|
|
|
|
|