Statement of Ownership (sc 13g)
June 14 2023 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PALTALK, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
69764K106
(CUSIP Number)
June 4, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | 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, as amended
(“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. 69764K106
|
1. Names of Reporting Persons
The J. Crew Delaware Trust B |
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐ |
3. SEC Use Only
|
4. Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. Sole Voting Power
1,570,755 |
6. Shared Voting Power
0 |
7. Sole Dispositive Power
1,570,755 |
8. Shared Dispositive Power
0 |
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,570,755 (1) |
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
11. Percent of Class Represented by Amount in Row
(9)
17.0% (1) |
12. Type of Reporting Person (See Instructions)
OO |
| (1) | The percentage is calculated based
on 9,222,157 shares of common stock, par value $0.001 per share, of Paltalk, Inc. (the “Issuer”) outstanding
as of May 5, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, which was filed
by the Issuer with the Securities and Exchange Commission on May 9, 2023. |
Item 1.
Paltalk, Inc.
| (b) | Address of Issuer’s Principal
Executive Offices |
30 Jericho Executive Plaza, Suite 400E
Jericho, NY 11753
Item 2.
The J. Crew Delaware Trust
B
| (b) | Address of Principal Business
Office or, if none, Residence |
C/O J.P. Morgan Trust Co. of Delaware TTEE
500 Stanton Christiana Road
Newark, DE 19713
The J. Crew Delaware Trust
B is a trust formed under the laws of the State of Delaware.
| (d) | Title of Class of Securities |
Common Stock
69764K106
| 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) |
☐ |
A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
☐ |
A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
☐ |
An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
☐ |
An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
☐ |
An investment adviser 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 associations 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) |
☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| (a) | Amount beneficially owned:
See Item 9 on the cover pages(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. |
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 ☐.
| 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 or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification
of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of 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.
Date: June 14, 2023
|
THE J. CREW DELAWARE TRUST B |
|
|
|
|
By: |
J.P. Morgan Trust Company of Delaware, Trustee |
|
Name: |
/s/ Brian Chipoletti |
|
Title: |
Vice President |
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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