Amended Statement of Ownership (sc 13g/a)
February 04 2022 - 05:01PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 2)* |
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BitNile Holdings, Inc. (f/k/a Ault Global Holdings, Inc.)
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(Name of Issuer) |
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Common Stock, $0.001 par value
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(Title of Class of Securities) |
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09175M101
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(CUSIP Number) |
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed: |
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Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 9 Pages) |
______________________________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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 (the "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).
| CUSIP No. 09175M101 |
13G/A |
Page
2
of 8 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Cavalry Fund I LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
- 0 -
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
- 0 -
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
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12 |
TYPE OF
REPORTING PERSON
PN
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| CUSIP No. 09175M101 |
13G/A |
Page
3
of 8 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Cavalry Fund I Management LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
- 0 -
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
- 0 -
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
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12 |
TYPE OF
REPORTING PERSON
OO
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| CUSIP No. 09175M101 |
13G/A |
Page
4
of 8 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Thomas Walsh
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
- 0 -
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
- 0 -
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
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12 |
TYPE OF
REPORTING PERSON
IN
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| CUSIP No. 09175M101 |
13G/A |
Page
5
of 8 Pages |
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Item 1(a). |
NAME OF ISSUER. |
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The name of the issuer is BitNile Holdings, Inc. (f/k/a Ault Global
Holdings, Inc.) (the "Issuer"). |
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Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Issuer's principal executive offices are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This statement is filed by: |
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(i) |
Cavalry Fund I LP, a Delaware limited partnership ("Cavalry Fund
I"); |
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(ii) |
Cavalry Fund I Management LLC, a Delaware limited liability company
("Cavalry Fund I Management"); and |
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(iii) |
Thomas Walsh ("Mr. Walsh"). |
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The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." |
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The
filing of this statement should not be construed as an admission
that any of the Reporting Persons is, for the purposes of Section
13 of the Act, the beneficial owner of the shares of Common Stock
(as defined in Item 2(d)) reported herein.
The
securities reported herein are held by Cavalry Fund I. Cavalry Fund
I Management is the general partner of Cavalry Fund I. Mr. Walsh is
the Manager of Cavalry Fund I Management. As such, Cavalry Fund I
Management and Mr. Walsh may be deemed to beneficially own the
securities held by Cavalry Fund I. To the extent Mr. Walsh is
deemed to beneficially own such securities, Mr. Walsh disclaims
beneficial ownership of these securities for all other
purposes.
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
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The address of the business office of each of the Reporting Persons
is 61 82 E. Allendale Rd. Ste 5B, Saddle River, New Jersey
07458. |
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Cavalry Fund I is a limited partnership organized under the laws of
the State of Delaware. Cavalry Fund I Management is a
limited liability company organized under the laws of the State of
Delaware. Mr. Walsh is a citizen of the United
States. |
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Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Common Stock, par value $0.001 per share (the "Common
Stock"). |
| CUSIP No. 09175M101 |
13G/A |
Page
6
of 8 Pages |
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Item 2(e). |
CUSIP NUMBER: |
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09175M101 |
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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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Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
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(b) |
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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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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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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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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h) |
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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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Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j) |
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Non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
___________________________________________ |
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The information required by Items 4(a) - (c) is set forth in Rows 5
- 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each Reporting
Person. |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following: ý |
| CUSIP No. 09175M101 |
13G/A |
Page
7
of 8 Pages |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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Not applicable. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP. |
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Not applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
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Each
of the Reporting Persons hereby makes the following
certification: |
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By signing below,
each Reporting Person certifies that, to the best of his or its
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. |
| CUSIP No. 09175M101 |
13G/A |
Page
8
of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: February 4, 2022
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Cavalry Fund I
LP |
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By:
Cavalry Fund I Management LLC,
its
General Partner
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By: |
/s/ Thomas Walsh |
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Name: Thomas Walsh |
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Title: Manager |
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Cavalry Fund I
Management LLC |
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By: |
/s/ Thomas Walsh |
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Name: Thomas Walsh |
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Title: Manager |
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By: |
/s/ Thomas Walsh |
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Name: Thomas Walsh |
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Title: Manager |
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