Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 5:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
1847
HOLDINGS LLC |
(Name
of Issuer) |
COMMON
SHARES |
(Title
of Class of Securities) |
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) |
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).
1. |
NAMES
OF REPORTING PERSONS
Leonite
Capital 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 |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER |
|
6. |
SHARED
VOTING POWER |
34,419 |
7. |
SOLE
DISPOSITIVE POWER |
|
8. |
SHARED
DISPOSITIVE POWER |
34,419 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,419 |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.84%(1) |
12. |
TYPE
OF REPORTING PERSON
PN |
| (1) | Based
on 4,079,137 common shares of the Issuer outstanding
as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November
14, 2022. |
1. |
NAMES
OF REPORTING PERSONS
Leonite
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 |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER |
|
6. |
SHARED
VOTING POWER |
2,954 |
7. |
SOLE
DISPOSITIVE POWER |
|
8. |
SHARED
DISPOSITIVE POWER |
2,954 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,954 |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.07%(1) |
12. |
TYPE
OF REPORTING PERSON
PN |
| (2) | Based
on 4,079,137 common shares of the Issuer outstanding
as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November
14, 2022. |
1. |
NAMES
OF REPORTING PERSONS
Avi
Geller |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER |
|
6. |
SHARED
VOTING POWER |
37,373 |
7. |
SOLE
DISPOSITIVE POWER |
|
8. |
SHARED
DISPOSITIVE POWER |
37,373 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,373 |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.92%(1) |
12. |
TYPE
OF REPORTING PERSON
IN |
| (3) | Based
on 4,079,137 common shares of the Issuer outstanding
as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November
14, 2022. |
Item 1.
|
(a) |
Name of Issuer:
1847 Holdings LLC |
|
|
|
|
(b) |
Address of Issuer’s principal executive offices:
590 Madison Avenue, 21st Floor, New York, NY 10022 |
Item
2.
|
(a) |
Name of person filing:
This statement is being jointly filed by Leonite
Capital LLC, a Delaware limited liability company (“Leonite Capital”), Leonite LLC, a Delaware limited liability company (“Leonite”),
and Avi Geller, an individual (together, the “Reporting Persons”). |
|
|
|
|
(b) |
Address of the principal business office or, if none, residence:
The principal business address
of each Reporting Person is 1 Hillcrest Center Dr, Suite 232, Spring Valley, NY 10977. |
|
|
|
|
(c) |
Citizenship:
Leonite Capital is a Delaware
limited liability company
Leonite is a Delaware limited
liability company
Mr. Geller is a United
States citizen.
|
|
|
|
|
(d) |
Title of class of securities:
Common Shares |
|
|
|
|
(e) |
CUSIP No.:
28252B804 |
| 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) |
☐ |
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 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) |
☐ |
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:
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
|
Amount
beneficially owned:
Leonite Capital is the record holder of 34,419 common shares of the
Issuer. |
|
|
|
|
|
|
(b) |
|
Percent
of class:
The 34,419 common shares represent
approximately 0.84% of the Issuer’s outstanding common based on 4,079,137 common
shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
|
|
|
|
|
|
(c) |
|
Number of
shares as to which the person has: |
|
|
|
|
|
|
|
|
(i) |
Sole power
to vote or to direct the vote: |
0 |
|
|
|
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote: |
34,419 |
|
|
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or
to direct the disposition of: |
0 |
|
|
|
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of: |
34,419 |
|
(a) |
|
Amount beneficially owned:
Leonite is the record holder
of 2,954 common shares of the Issuer. |
|
|
|
|
|
|
(b) |
|
Percent of class:
The 2,954 common
shares represent approximately 0.07% of the Issuer’s outstanding common shares based on 4,079,137
common shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
|
|
|
|
|
|
(c) |
|
Number of shares as to which the person has: |
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
0 |
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
2,954 |
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0 |
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of: |
2,954 |
|
|
|
|
|
|
(a) |
|
Amount beneficially owned:
Mr. Geller is the Chief Investment
Officer of Leonite Capital and Leonite and has sole voting and dispositive power over the 37,373 common shares
held by them. As a result, Mr. Geller may be deemed to be an indirect beneficial owner of the shares held directly by Leonite Capital
and Leonite. Mr. Geller disclaims beneficial ownership in such shares, except to the extent of his pecuniary interest therein. |
|
|
|
|
|
|
(b) |
|
Percent of class:
The 37,373 common
shares represent approximately 0.92% of the Issuer’s outstanding common shares based on 4,079,137
common shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
|
|
|
|
|
|
(c) |
|
Number of shares as to which the person has: |
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
0 |
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
37,373 |
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0 |
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of: |
37,373 |
| Item
5. | Ownership
of 5 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 5 percent of the class of securities, check the following ☒.
| Item
6. | Ownership
of More than 5 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.
Attached
as Exhibit 1 hereto is a Joint Filing Agreement executed by each of the Reporting Persons.
SIGNATURES
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 14, 2023 |
Leonite
Capital LLC
|
|
|
|
|
By: |
/s/
Avi Geller |
|
Name: |
Avi Geller |
|
Title: |
Chief Investment Officer |
|
|
|
|
Leonite LLC |
|
|
|
|
By: |
/s/ Avi Geller |
|
Name: |
Avi Geller |
|
Title: |
Chief Investment Officer |
|
|
|
|
|
/s/ Avi Geller |
|
|
Avi Geller |
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint
filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of 1847
Holdings LLC, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible
for the timely filing of any statement (including amendments) on Schedule 13G, 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 persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is
inaccurate
Dated:
February 14, 2023 |
Leonite
Capital LLC
|
|
|
|
|
By:
|
/s/
Avi Geller |
|
Name: |
Avi
Geller |
|
Title: |
Chief
Investment Officer |
|
|
|
|
Leonite
LLC |
|
|
|
|
By: |
/s/
Avi Geller |
|
Name: |
Avi
Geller |
|
Title: |
Chief
Investment Officer |
|
|
|
|
|
/s/
Avi Geller |
|
|
Avi
Geller |
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