1
|
NAMES OF REPORTING PERSONS
Crescat Portfolio Management LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
30,955,577
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
30,955,577
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,955,577
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%(1)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Crescat Precious Metals Master Fund Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
13,553,658
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
13,553,658
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,553,658
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Crescat Institutional Commodity Master Fund Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
177,316
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
177,316
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,316
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Crescat Global Macro Master Fund Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(c) ☐
(d) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
14,419,963
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
14,419,963
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,419,963
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Crescat Institutional Macro Master Fund Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
190,253
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
190,253
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,253
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Crescat Long/Short Master Fund Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,100,751
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,100,751
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,751
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Kevin and Linda Smith Living Trust dtd 7/21/1998
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
363,636
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
363,636
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,636
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
Kevin C. Smith
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
|
SOLE VOTING POWER
150,000
|
|
8
|
SHARED VOTING POWER
30,805,577
|
||
9
|
SOLE DISPOSITIVE POWER
150,000
|
||
10
|
SHARED DISPOSITIVE POWER
30,805,577
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,955,577
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1.
|
Security and Issuer
|
(a)
|
Title of Class of Securities:
|
(b)
|
Name of Issuer:
|
(c)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2.
|
Identity and Background
|
(a)
|
Name of Reporting Person (collectively “Reporting Persons”):
|
i)
|
Crescat Portfolio Management LLC (“Crescat Portfolio”)
|
ii)
|
Crescat Precious Metals
Master Fund Ltd. (“Crescat Precious Metals”)
|
iii)
|
Crescat Institutional Commodity Master Fund Ltd. (“Crescat Institutional Commodity”)
|
iv)
|
Crescat Global Macro Master Fund Ltd. (“Crescat Global”)
|
v)
|
Crescat Institutional Macro Master Fund Ltd. (“Crescat Institutional Macro”)
|
vi)
|
Crescat Long/Short Master Fund Ltd. (“Crescat Long/Short”)
|
vii)
|
Kevin and Linda Smith Living Trust dtd 7/21/1998 (“Smith Trust”)
|
viii)
|
Kevin C. Smith (“Kevin Smith”)
|
(b)
|
Principal Business Address:
|
(c)
|
Occupation, Employment and Other Information:
|
(d)
|
Criminal convictions:
|
(e)
|
Civil proceedings:
|
(f)
|
Citizenship:
|
i)
|
Crescat Portfolio– Delaware
|
ix)
|
Crescat Precious Metals– British Virgin Islands
|
x)
|
Crescat Institutional Commodity – British Virgin Islands
|
xi)
|
Crescat Global – Cayman Islands
|
xii)
|
Crescat Institutional Macro – British Virgin Islands
|
xiii)
|
Crescat Long/Short - Delaware
|
xiv)
|
Smith Trust - Colorado
|
xv)
|
Kevin Smith – United States
|
Item 3.
|
Source and Amount of Funds or Other Consideration:
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer:
|
(a)
|
30,955,577 Shares comprised of 26,455,579 Shares and warrants exercisable for an additional 4,499,998 Shares.
The total excludes 1,247,102 Shares held in separately managed accounts.
|
Holder
|
Shares
|
Warrants
|
Total
|
Crescat Precious Metals
|
10,795,811
|
2,757,847
|
13,553,658
|
Crescat Institutional Commodity
|
105,711
|
71,605
|
177,316
|
Crescat Global
|
13,074,725
|
1,345,238
|
14,419,963
|
Crescat Institutional Macro
|
132,850
|
57,403
|
190,253
|
Crescat Long/Short
|
1,832,846
|
267,905
|
2,100,751
|
Smith Trust
|
363,636
|
0
|
363,636
|
Kevin Smith
|
150,000
|
0
|
150,000
|
Crescat Global
|
26,455,579
|
4,499,998
|
30,955,577
|
(b)
|
Number of shares as to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 30,955,577
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
(iv)
|
Shared power to dispose or direct the disposition: 30,955,577
|
(v)
|
Aggregate amount of shares beneficially owned: 30,955,577
|
(vi)
|
Percent of class represented in Item (v) above: 15.9%(2)
|
(c)
|
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer:
|
Item 7.
|
Material to Be Filed as Exhibits:
|
Dated: March 15, 2024
|
CRESCAT PORTFOLIO MANAGEMENT LLC
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Dirctor |
Dated: March 15, 2024
|
CRESCAT PRECIOUS METALS MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT INSTITUTIONAL COMMODITY MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT GLOBAL MACRO MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT INSTITUTIONAL MACRO MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT LONG/SHORT MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Trustee |
Dated: March 15, 2024
|
/s/ Kevin Smith
Kevin C. Smith |
Dated: March 15, 2024
|
CRESCAT PORTFOLIO MANAGEMENT LLC
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Dirctor |
Dated: March 15, 2024
|
CRESCAT PRECIOUS METALS MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT INSTITUTIONAL COMMODITY MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT GLOBAL MACRO MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT INSTITUTIONAL MACRO MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
CRESCAT LONG/SHORT MASTER FUND LTD.
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Director |
Dated: March 15, 2024
|
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By: /s/ Kevin Smith
Name: Kevin C. Smith Title: Trustee |
Dated: March 15, 2024
|
/s/ Kevin Smith
Kevin C. Smith |