SC 13G 1 form_sc13g-briley.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 __________________________________
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. )
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
 __________________________________
B. Riley Principal 250 Merger Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
05602L203
(CUSIP Number)
December 31, 2021
(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)
   
 
 
 
 
 
CUSIP No. 05602L203
 
13G
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Nokomis Capital, L.L.C.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4  
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
 
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
5 
  
SOLE VOTING POWER
 
0
  
6
  
SHARED VOTING POWER
 
1,006,124
  
7
  
SOLE DISPOSITIVE POWER
 
0
  
8  
  
SHARED DISPOSITIVE POWER
 
1,006,124
 
 
 
 
 
 
 
  9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,006,124
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.6%**
12  
 
TYPE OF REPORTING PERSON*
 
IA, OO
 
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4(b).
CUSIP No. 05602L203
 
13G/A
 
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Brett Hendrickson
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4  
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen
 
 
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
5 
  
SOLE VOTING POWER
 
0
  
6
  
SHARED VOTING POWER
 
1,006,124
  
7  
  
SOLE DISPOSITIVE POWER
 
0
  
8
  
SHARED DISPOSITIVE POWER
 
1,006,124
 
 
 
 
 
 
 
  9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,006,124
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.6%**
12  
 
TYPE OF REPORTING PERSON*
 
HC, IN
 
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4(b).
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of B. Riley Principal 250 Merger Corp., a Delaware corporation (the “Issuer”).
This Schedule 13G relates to Class A Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain private funds (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 1,006,124 shares of Class A Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,006,124 shares of Class A Common Stock held by the Nokomis Accounts.
 
Item 1(a)
Name of Issuer.
B. Riley Principal 250 Merger Corp.
 
Item 1(b)
Address of Issuer’s Principal Executive Offices.
299 Park Avenue, 21st Floor
New York, New York 10171
 
Item 2(a)
Name of Person Filing.
Nokomis Capital, L.L.C. (“Nokomis Capital”) and Mr. Brett Hendrickson (collectively, the “Reporting Persons”).
 
Item 2(b)
Address of Principal Business Office, or, if none, Residence.
650 Bent Wood Ln
Southlake, TX 76092
 
Item 2(c)
Citizenship or Place of Organization.
Nokomis Capital is a limited liability company organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.
 
Item 2(d)
Title of Class of Securities.
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
 
Item 2(e)
CUSIP Number.
05602L203
 
Item 3
Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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 advisor 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 association 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)
  
☐
  
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4
Ownership.
 
 
(a)
Nokomis Capital and Mr. Hendrickson are the beneficial owners of 1,006,124 shares of Class A Common Stock. Nokomis Capital and Mr. Hendrickson hold an aggregate of 1,006,124 Class A Common Stock.
 
 
(b)
Nokomis Capital and Mr. Hendrickson are the beneficial owners of 5.6% of the outstanding shares of Class A Common Stock. This percentage is determined by dividing 1,006,124 by 17,850,000, the number of shares of Class A Common Stock outstanding as of November 19, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.
 
 
(c)
Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 1,006,124 shares of Class A Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,006,124 shares of Class A Common Stock held by the Nokomis Accounts.
Item 5
Ownership of Five Percent or Less of a Class.
Inapplicable.
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
 
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
 
Item 8
Identification and Classification of Members of the Group.
Inapplicable.
 
Item 9
Notice of Dissolution of Group.
Inapplicable.
 
Item 10
Certification.
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
 
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: February 14, 2022
 
 
 
 
 
 
NOKOMIS CAPITAL, L.L.C.
 
 
 
 
By:
 
/s/ Brett Hendrickson
 
 
 
Brett Hendrickson
 
 
 
Manager
 
 
 
/s/ Brett Hendrickson
 
Brett Hendrickson


EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of B. Riley Principal 250 Merger Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.
 
 
 
 
 
NOKOMIS CAPITAL, L.L.C.
 
 
 
 
By:
 
/s/ Brett Hendrickson
 
 
 
Brett Hendrickson
 
 
 
Manager
 
 
 
/s/ Brett Hendrickson
 
Brett Hendrickson