UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| A-Mark Precious Metals, Inc. |
(Name of Issuer) Common Stock |
(Title of Class of Securities) 00181T107 |
(CUSIP Number) March 26, 2024 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*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 ("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).
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 00181T107 | 13G | Page 2 of 9 Pages |
| | | | | | | |
| 1. | names of reporting persons i.r.s. identification no. of above persons (entities only) PRAETORIAN PR LLC
EIN: 66-0983992 |
| 2. | check the appropriate box if a group* | (a) x (b) o |
| 3. | sec use only |
| 4. | citizenship or place of organization PUERTO RICO |
number of
shares | 5. | sole voting power | 1,350,000 |
beneficially
owned by | 6. | shared voting power | 150,000 |
each
reporting | 7. | sole dispositive power | 1,350,000 |
| person with: | 8. | shared dispostive power | 150,000 |
| 9. | aggregate amount beneficially owned by each reporting person | 1,500,000 |
| 10. | check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | o |
| 11. | percent of class represented by amount in row (9) | 6.56% |
| 12. | type of reporting person (See Instructions) | IA |
| CUSIP No. 00181T107 | 13G | Page 3 of 9 Pages |
| | | | | | | |
| 1. | names of reporting persons i.r.s. identification no. of above persons (entities only) HARRIS KUPPERMAN |
| 2. | check the appropriate box if a group* | (a) x (b) o |
| 3. | sec use only |
| 4. | citizenship or place of organization UNITED STATES OF AMERICA |
number of
shares | 5. | sole voting power | 1,350,000 |
beneficially
owned by | 6. | shared voting power | 150,000 |
each
reporting | 7. | sole dispositive power | 1,350,000 |
| person with: | 8. | shared dispostive power | 150,000 |
| 9. | aggregate amount beneficially owned by each reporting person | 1,500,000 |
| 10. | check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | o |
| 11. | percent of class represented by amount in row (9) | 6.56% |
| 12. | type of reporting person (See Instructions) | IN |
| CUSIP No. 00181T107 | 13G | Page 4 of 9 Pages |
| | | | | | | |
| 1. | names of reporting persons i.r.s. identification no. of above persons (entities only) PRAETORIAN CAPITAL FUND LLC
EIN: 83-2673762 |
| 2. | check the appropriate box if a group* | (a) x (b) o |
| 3. | sec use only |
| 4. | citizenship or place of organization DELAWARE |
number of
shares | 5. | sole voting power | 0 |
beneficially
owned by | 6. | shared voting power | 1,350,000 |
each
reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispostive power | 1,350,000 |
| 9. | aggregate amount beneficially owned by each reporting person | 1,350,000 |
| 10. | check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | o |
| 11. | percent of class represented by amount in row (9) | 5.91% |
| 12. | type of reporting person (See Instructions) | OO |
| CUSIP No. 00181T107 | 13G | Page 5 of 9 Pages |
| | | | | | | |
| 1. | names of reporting persons i.r.s. identification no. of above persons (entities only) MONGOLIA (BARBADOS) CORP. EIN# [FOREIGN ENTITY; NOT APPLICABLE] |
| 2. | check the appropriate box if a group* | (a) x (b) o |
| 3. | sec use only |
| 4. | citizenship or place of organization BARBADOS |
number of
shares | 5. | sole voting power | 0 |
beneficially
owned by | 6. | shared voting power | 150,000 |
each
reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispostive power | 150,000 |
| 9. | aggregate amount beneficially owned by each reporting person | 150,000 |
| 10. | check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | o |
| 11. | percent of class represented by amount in row (9) | 0.65% |
| 12. | type of reporting person (See Instructions) | CO |
| CUSIP No. 00181T107 | 13G | Page 6 of 9 Pages |
Item 1.
| | (a) Name of Issuer: | A-Mark Precious Metals, Inc. |
| | (b) Address of Issuer’s Principal Executive Offices: | 2121 Rosencrans Avenue, Suite 6300 El Segundo, CA 90245 |
Item 2.
| | (a) Name of Person Filing: | This Schedule 13G (the "Schedule") is being filed with respect to shares of Common Stock (as defined below) of A-Mark Precious Metals, Inc. (the "Issuer") which are beneficially owned by Praetorian PR LLC (the "Advisor"), Praetorian Capital Fund LLC (the "Fund"), Mongolia (Barbados) Corp. ("Mongolia") and Harris Kupperman ("Kupperman" and together with the Advisor the Fund and Mongolia, collectively, the "Reporting Persons"). See Item 4 below. |
| | (b) Address of Principal Business Office or, if none, Residence: | Carr 429 Km 4.1, Bo. Barrero Rincon, PR 00677 |
| | (c) Citizenship: | The Advisor is organized in the Commonwealth of Puerto Rico. Mongolia is organized in Barbados. The Fund is a Delaware limited liability company. Kupperman is a United States Citizen. |
| | (d) Title of Class of Securities: | Common Stock |
| | (e) CUSIP Number: | 00181T107 |
| 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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP No. 00181T107 | 13G | Page 7 of 9 Pages |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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 by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 22,854,540 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Quarterly Report on Form 10-Q, for the period ending December 31, 2023, and the information reported on is current as of February 2, 2024.
| 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: o.
| 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.
| CUSIP No. 00181T107 | 13G | Page 8 of 9 Pages |
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 2.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to Praetorian PR LLC:
| (a) | By signing below I certify that, to the best of my 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. x |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to Praetorian Capital Fund LLC:
| (b) | 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. x |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Harris Kupperman:
| (c) | 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. x |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to Mongolia (Barbados) Corp:
| (d) | 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. x |
| CUSIP No. 00181T107 | 13G | Page 9 of 9 Pages |
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.
| April 5, 2024 |
| | |
| | Praetorian PR LLC |
| | By: /s/ Harris Kupperman
|
| | Name: Harris Kupperman |
| | Title: Owner |
| | |
| | April 5, 2024 |
| | |
| | Praetorian Capital Fund LLC |
| | By: Praetorian Capital Management LLC, its manager |
| | By: /s/ Harris Kupperman |
| | Name: Harris Kupperman |
| | Title: Owner |
| | |
| | April 5, 2024 |
| | |
| | Mongolia (Barbados) Corp. |
| | By: /s/ Genevieve Walkden |
| | Name: Genevieve Walkden |
| | Title: Chief Financial Officer |
| | |
| | April 5, 2024 |
| | |
| | Harris Kupperman |
| | By: /s/ Harris Kupperman |
| | Name: Harris Kupperman |
| | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
