CUSIP
No. 74934Q108
1 |
NAME
OF REPORTING PERSON
ADW
Capital Partners, L.P.
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|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☑ |
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, USA |
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5 |
SOLE
VOTING POWER
0 |
NUMBER
OF SHARES BENEFICIALLY |
6 |
SHARED
VOTING POWER
949,000
shares of Common Stock |
OWNED
BY EACH REPORTING PERSON WITH |
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
949,000
shares of Common Stock |
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
949,000
shares of Common Stock |
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
(1) |
12 |
|
TYPE
OF REPORTING PERSON
PN |
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| (1) | Based
upon 9,230,225 shares of common stock outstanding as of December 9, 2022, as disclosed in
the Form 10-K that was filed on December 14, 2022, by the Issuer with the Securities and
Exchange Commission. |
CUSIP
No. 74934Q108
1 |
NAME
OF REPORTING PERSON
ADW
Capital Management, LLC
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☑ |
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, USA |
|
5 |
SOLE
VOTING POWER
0 |
NUMBER
OF SHARES BENEFICIALLY |
6 |
SHARED
VOTING POWER
949,000
shares of Common Stock |
OWNED
BY EACH REPORTING PERSON WITH |
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
949,000
shares of Common Stock |
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
949,000
shares of Common Stock |
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
(1) |
12 |
|
TYPE
OF REPORTING PERSON
HC, IA |
|
|
|
|
|
|
|
| (1) | Based
upon 9,230,225 shares of common stock outstanding as of December 9, 2022, as disclosed in
the Form 10-K that was filed on December 14, 2022, by the Issuer with the Securities and
Exchange Commission. |
CUSIP
No. 74934Q108
1 |
NAME
OF REPORTING PERSON
Adam
D. Wyden
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☑ |
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida, USA |
|
5 |
SOLE
VOTING POWER
0 |
NUMBER
OF SHARES BENEFICIALLY |
6 |
SHARED
VOTING POWER
949,000
shares of Common Stock |
OWNED
BY EACH REPORTING PERSON WITH |
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
949,000
shares of Common Stock |
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
949,000
shares of Common Stock |
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
(1) |
12 |
|
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
|
| (1) | Based
upon 9,230,225 shares of common stock outstanding as of December 9, 2022, as disclosed in
the Form 10-K that was filed on December 14, 2022, by the Issuer with the Securities and
Exchange Commission. |
ITEM
1 (a):
Name of Issuer:
RCI
Hospitality Holdings, Inc. (the “Issuer”)
| ITEM 1(b): | Address
of Issuer’s Principal Executive Offices: |
10737
Cutten Road, Houston, Texas 77066
ITEM
2 (a):
Name of Person Filing:
This
statement is jointly filed by and on behalf of each of ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden. ADW
Capital Partners, L.P. is the record and direct beneficial owners of the securities covered by this statement. ADW Capital Management,
LLC is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, ADW Capital Partners,
L.P. Mr. Wyden is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management, LLC.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered
by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i)
acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any
securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
| ITEM 2(b): | Address
of Principal Business Office or, if None, Residence: |
The
address of the principal business office of each of the reporting persons is 6431 Allison Road, Miami Beach, Florida 33141
See
Item 4 on the cover page(s) hereto.
| ITEM 2(d): | Title
of Class of Securities: |
Common
Stock, $0.01 par value
74934Q108
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:
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(a) |
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☐ |
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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☐ |
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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☐ |
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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☐ |
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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☐ |
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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☐ |
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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☐ |
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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☐ |
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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); |
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(j) |
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☐ |
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A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
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☐ |
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
ITEM
4:
Ownership.
(a)
Amount Beneficially Owned: See Item 9 on the cover page(s) hereto.
(b)
Percent of Class: See Item 11 on the cover page(s) hereto.
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
(ii)
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
(iii)
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
(iv)
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
ITEM
5:
Ownership of Five Percent or Less of a Class:
Not
applicable.
ITEM
6:
Ownership of More than Five 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:
Not
applicable.
ITEM
8:
Identification and Classification of Members of the Group:
Not
applicable.
ITEM
9:
Notice of Dissolution of a Group:
Not
applicable.
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.
Dated: February 13, 2023 | ADW
Capital Partners, L.P. |
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| |
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| By: ADW Capital Management,
LLC |
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| Its: General Partner |
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| | |
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| By: | /s/
Adam D. Wyden |
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| | Name: Adam D. Wyden |
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| | Title: Sole Manager |
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| | |
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| ADW
Capital Management, LLC |
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| | |
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| By: | /s/
Adam D. Wyden |
|
| | Name: Adam D. Wyden |
|
| | Title: Sole Manager |
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| | |
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| Adam
D. Wyden |
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| | |
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| /s/
Adam D. Wyden |
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EXHIBIT
INDEX
EXHIBIT 1:
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
Members
of Group
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO SECTION 240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that
he, she or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2023 | ADW
Capital Partners, L.P. |
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| |
|
| By: ADW Capital Management,
LLC |
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| Its: General Partner |
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| | |
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| By: | /s/
Adam D. Wyden |
|
| | Name: Adam D. Wyden |
|
| | Title: Sole Manager |
|
| | |
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| ADW
Capital Management, LLC |
|
| | |
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| By: | /s/
Adam D. Wyden |
|
| | Name: Adam D. Wyden |
|
| | Title: Sole Manager |
|
| | |
|
| Adam
D. Wyden |
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| | |
|
| /s/
Adam D. Wyden |
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