Gate City Capital Management SC 13D/A Intrepid Potash / GATE CITY CAPITAL MANAGEMENT ownership change

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Intrepid Potash, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

46121Y201

(CUSIP Number)

Michael Melby
c/o Gate City Capital Management, LLC, 8725 W. Higgins Road, Suite 530
Chicago, IL, 60631
(312) 825-1228

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/06/2025

(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. 46121Y201

1

Name of reporting person

Gate City Capital Management, LLC

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)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 785,642.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 785,642.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

785,642.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.97 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 46121Y201

1

Name of reporting person

Michael Melby

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)

WC, 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:

7	Sole Voting Power 785,642.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 785,642.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

785,642.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.97 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Schedule 13D (this "Schedule 13D") is being filed on behalf of Gate City Capital Management, LLC, an Illinois limited liability company (the "Management Company") and Michael Melby. Mr. Melby serves as the managing member of the Management Company. The Management Company serves as an adviser to certain private investment funds and managed accounts (the "Funds"). This Schedule 13D relates to Common Shares (the "Common Shares") of Intrepid Potash Inc. (the "Issuer") held by the Funds.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Intrepid Potash, Inc.
(c)	Address of Issuer's Principal Executive Offices: 707 17TH STREET, SUITE 4200, DENVER, COLORADO , 80202.
Item 1 Comment: This Statement relates to the Common Stock of Intrepid Potash Inc. having its principal executive offices at 707 17th Street, Suite 4200, Denver, CO 80202.
Item 2.	Identity and Background
(a)	The names of the persons jointly filing this statement on Schedule 13D (the "Reporting Persons") are Gate City Capital Management, LLC, an Illinois limited liability company and Michael Melby, Managing Member of Gate City Capital Management, LLC. Mr. Melby is the controlling member of Gate City Capital Management, LLC.
(b)	The address of each of the Reporting Persons is 8725 W. Higgins Road, Suite 530, Chicago, IL 60631.
(c)	The principal business of Gate City Capital Management, LLC is to serve as an adviser to certain private investment funds and managed accounts. Mr. Melby's principal occupation is serving as the Portfolio Manager of Gate City Capital Management, LLC.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons have 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)	Gate City Capital Management, LLC is an Illinois limited liability company. Mr. Melby is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The source and amount of funds used by the Reporting Persons in making their purchase of the shares of Common Stock owned by each of them in the aggregate was $16,424,765 using the working capital of each of the Funds.
Item 4.	Purpose of Transaction
	This Amendment No. 2 amends the Schedule 13D initially filed on December 19, 2024 and amended on January 6, 2025, and is filed to include the shareholder proposal letter sent by the Reporting Person to the Corporate Secretary and Board of Directors of the Issuer on February 6, 2025. The letter proposes that the Board of Directors of the Issuer take all necessary steps to eliminate the classified structure of the Board and to transition to annual elections of all directors. A copy of the full text of the letter is filed as Exhibit A to this amended Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns in the aggregate 785,642 shares of Common Stock, which represents approximately 5.97% of the Company's outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on 13,163,221 shares of Common Stock issued and outstanding as of October 31, 2024 as reported in the Company's Form 10-Q filed with the SEC on November 5, 2024.
(b)	The Reporting Person has the sole power to vote or to direct the voting of all such shares described in Item 5(a) above. The Reporting Person has the sole power to dispose or direct the disposition of all such shares described in Item 5(a) above. The Reporting Person does not have shared power to vote or to direct the vote of any such shares described in Item 5(a) above, and does not have shared power to dispose or direct the disposition of any such shares described in Item 5(a) above.
(c)	Schedule 1 hereto sets forth all transactions in the Common Stock by any Reporting Person during the past sixty days. Except for the transactions set forth on Schedule A, none of the Reporting Persons effected any transaction during the past sixty days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Person and any other person with respect to the securities of the Issuer.

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.

Gate City Capital Management, LLC

Signature:	/s/ Michael Melby
Name/Title:	Michael Melby, Managing Member
Date:	02/10/2025

Michael Melby

Signature:	/s/ Michael Melby
Name/Title:	Michael Melby, Managing Member
Date:	02/10/2025

Comments accompanying 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. In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.