UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
__________________________________
B. Riley Principal 250 Merger Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
05602L203
(CUSIP Number)
December 31, 2022
(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)
| CUSIP No. 05602L203 | | 13G | | |
| 1 | | NAME OF REPORTING PERSONS Nokomis Capital, L.L.C. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
| | | | | | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 |
| | 6 | | SHARED VOTING POWER 869,499 |
| | 7 | | SOLE DISPOSITIVE POWER 0 |
| | 8 | | SHARED DISPOSITIVE POWER 869,499 |
| | | | | | | |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 869,499 |
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9%** |
| 12 | | TYPE OF REPORTING PERSON* IA, OO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| 1 | | NAME OF REPORTING PERSONS Brett Hendrickson |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| | | | | | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 |
| | 6 | | SHARED VOTING POWER 869,499 |
| | 7 | | SOLE DISPOSITIVE POWER 0 |
| | 8 | | SHARED DISPOSITIVE POWER 869,499 |
| | | | | | | |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 869,499 |
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9%** |
| 12 | | TYPE OF REPORTING PERSON* HC, IN |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
AMENDMENT NO. 1 TO SCHEDULE 13G
This Amendment No. 1 (this “Amendment”) to Schedule 13G (this “Schedule 13G”) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of B. Riley Principal 250 Merger Corp., a Delaware corporation (the “Issuer”).
This Amendment relates to Class A Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain private funds (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 869,499 shares of Class A Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 869,499 shares of Class A Common Stock held by the Nokomis Accounts.
B. Riley Principal 250 Merger Corp.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
299 Park Avenue, 21st Floor
New York, New York 10171
| Item 2(a) | Name of Person Filing. |
Nokomis Capital, L.L.C. (“Nokomis Capital”) and Mr. Brett Hendrickson (collectively, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
650 Bent Wood Ln
Southlake, TX 76092
| Item 2(c) | Citizenship or Place of Organization. |
Nokomis Capital is a limited liability company organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.
| Item 2(d) | Title of Class of Securities. |
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
05602L203
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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 advisor 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 association 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) | | ☐ | | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| | (a) | Nokomis Capital and Mr. Hendrickson are the beneficial owners of 869,499 shares of Class A Common Stock. Nokomis Capital and Mr. Hendrickson hold an aggregate of 869,499 Class A Common Stock. |
| | (b) | Nokomis Capital and Mr. Hendrickson are the beneficial owners of 4.9% of the outstanding shares of Class A Common Stock. This percentage is determined by dividing 869,499 by 17,850,000, the number of shares of Class A Common Stock outstanding as of November 9, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022. |
| | (c) | Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 869,499 shares of Class A Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 869,499 shares of Class A Common Stock held by the Nokomis Accounts. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this 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 [X].
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
Date: February 7, 2023
| | | | |
| | NOKOMIS CAPITAL, L.L.C. |
| | | |
| | By: | | /s/ Brett Hendrickson |
| | | | Brett Hendrickson |
| | | | Manager |
| | |
| | /s/ Brett Hendrickson |
| | Brett Hendrickson |
