Statement of Ownership (sc 13g)
20 Mai 2021 - 10:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
RedHawk
Holdings Corp.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
45343Y205
(CUSIP
Number)
JR-HD
Enterprises I, LLC
150
East 58th Street, 20th Floor
New
York, NY 10155
646-863-6893
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
6, 2020
(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)
|
|
|
[X]
|
Rule
13d-1(c)
|
|
|
[ ]
|
Rule
13d-1(d)
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*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 disclosures provided in a prior cover
page.
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).
CUSIP
No. 45343Y205
|
1.
|
NAMES
OF REPORTING PERSONS
|
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
JR-HD
Enterprises I, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
[ ]
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|
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(b)
[ ]
|
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3.
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SEC
USE ONLY
|
|
|
|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
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Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
|
|
107,828,459
(1)
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6.
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SHARED
VOTING POWER
|
|
0
|
7.
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SOLE
DISPOSITIVE POWER
|
|
107,828,459
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8.
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SHARED
DISPOSITIVE POWER
0
|
|
|
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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107,828,459
(1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
|
|
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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8.82%
(2)
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12.
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TYPE
OF REPORTING PERSON (see instructions)
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IN
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(1)
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Represents
shares of the issuer’s common stock (the “Common Stock”) issuable within 60 days of May 20, 2021 upon conversion
of convertible promissory notes. Pursuant to the terms of each of the notes, the notes are convertible into an aggregate of 129,829,140
shares of Common Stock; provided, however that the notes contain a beneficial ownership blocker that limits the conversion of the
notes to cap the beneficial ownership of JR-HD Enterprises I, LLC (“JR-HD”) and its affiliates at 9.99% of the outstanding
Common Stock.
|
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(2)
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Based
on 1,221,921,521 shares of the Common Stock issued and outstanding as of February 17, 2021, as reported on the issuer’s quarterly
report on Form 10-Q (the “Form 10-Q”) filed with the Securities and Exchange Commission (the “SEC”) on February
22, 2021.
|
CUSIP
No. 45343Y205
|
1.
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
PCG
Holdings, Inc.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
(a)
[ ]
|
|
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(b)
[ ]
|
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3.
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SEC
USE ONLY
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
|
14,241,500
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6.
|
SHARED
VOTING POWER
|
|
0
|
7.
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SOLE
DISPOSITIVE POWER
|
|
14,241,500
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8.
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SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
14,241,500
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
1.17%
(3)
|
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12.
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TYPE
OF REPORTING PERSON (see instructions)
|
|
|
CO
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(3)
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Based
on 1,221,921,521 shares of Common Stock issued and outstanding as of February 17, 2021, as reported on the issuer’s Form 10-Q
filed with the SEC on February 22, 2021.
|
CUSIP
No. 45343Y205
|
1.
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Jeff
Ramson
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
(a)
[ ]
|
|
|
(b)
[ ]
|
|
3.
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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
|
|
122,069,959
(4)
|
6.
|
SHARED
VOTING POWER
|
|
0
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
122,069,959
(4)
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8.
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SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
122,069,959
(4)
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
9.99%
(5)
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
|
|
|
IN
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(4)
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Represents
(i) 107,828,459 shares of Common Stock beneficially owned by JR-HD and (ii) 14,241,500 shares owned by PCG Holdings, Inc. (“PCG”).
Mr. Ramson is the Manager of JR-HD and has sole voting and dispositive power over the shares owned by JR-HD. Mr. Ramson is the owner
of PCG and has sole voting and dispositive power over the shares owned by PCG. Mr. Ramson may be deemed to beneficially own the shares
owned by JR-HD and PCG.
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(5)
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Based
on 1,221,921,521 shares of Common Stock issued and outstanding as of February 17, 2021, as reported on the issuer’s Form 10-Q
filed with the SEC on February 22, 2021.
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Item
1.
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(a)
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Name
of Issuer
RedHawk
Holdings Corp.
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(b)
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Address
of Issuer’s Principal Executive Offices
100
Petroleum Drive, Suite 200
Lafayette,
Louisiana 70508
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Item
2.
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(a)
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Name
of Person Filing
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(i)
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JR-HD
Enterprises 1, LLC
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(ii)
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PCG
Holdings, Inc.
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(iii)
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Jeff
Ramson
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(b)
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Address
of the Principal Office or, if none, residence
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(i)
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150
East 58th Street, 20th Floor, New York, NY 10155
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(ii)
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150
East 58th Street, 20th Floor, New York, NY 10155
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(iii)
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150
East 58th Street, 20th Floor, New York, NY 10155
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(i)
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Delaware
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(ii)
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Delaware
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(iii)
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United
States
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(d)
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Title
of Class of Securities
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Common
Stock, par value $0.001
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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:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ]
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
JR-HD
Enterprises 1, LLC (as of May 20, 2021):
|
(a)
|
Amount
beneficially owned: 107,828,459 (6)
|
|
|
|
|
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(b)
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Percent
of class: 8.82%
|
|
|
|
|
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(c)
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Number
of shares as to which the person has:
|
|
|
|
|
|
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(i)
|
Sole
power to vote or to direct the vote: 107,828,459 (6)
|
|
|
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|
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(ii)
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Shared
power to vote or to direct the vote: 0
|
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|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: 107,828,459 (6)
|
|
|
|
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
(6)
|
Represents
shares of the Common Stock issuable upon conversion of convertible promissory notes. Pursuant to the terms of the notes, the notes
are convertible into an aggregate of 129,829,140 shares of Common Stock; provided, however that the notes contain a beneficial ownership
blocker that limits the conversion of the notes to cap the beneficial ownership of JR-HD and its affiliates at 9.99% of the outstanding
Common Stock.
|
PCG
Holdings, Inc. (as of May 20, 2021):
|
(a)
|
Amount
beneficially owned: 14,241,500
|
|
|
|
|
|
(b)
|
Percent
of class: 1.17%
|
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 14,241,500
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: 14,241,500
|
|
|
|
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
Jeff
Ransom:
|
(a)
|
Amount
beneficially owned: 122,069,959 (7)
|
|
|
|
|
|
(b)
|
Percent
of class: 9.99%
|
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 122,069,959 (7)
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 122,069,959 (7)
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
(5)
|
Represents
(i) 107,828,459 shares of Common Stock beneficially owned by JR-HD and (ii) 14,241,500 shares owned by PCG. Mr. Ramson is the Manager
of JR-HD and has sole voting and dispositive power over the shares owned by JR-HD. Mr. Ramson is the owner of PCG and has sole voting
and dispositive power over the shares owned by PCG. Mr. Ramson may be deemed to beneficially own the shares owned by JR-HD and PCG.
|
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 [ ].
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
Item
10. Certification.
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.
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.
May
20, 2021
|
JR-HD
Enterprises 1, LLC
|
|
|
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By:
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/s/
Jeff Ramson
|
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Name/Title:
|
Jeff
Ramson, Manager
|
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|
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May
20, 2021
|
PCG
Holdings, Inc.
|
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|
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By:
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/s/
Jeff Ramson
|
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Name/Title:
|
Jeff
Ramson, Chief Executive Officer
|
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May
20, 2021
|
/s/
Jeff Ramson
|
|
Name/Title:
|
Jeff
Ramson
|
RedHawk (CE) (USOTC:SNDD)
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