07/27/2026 | Press release | Distributed by Public on 07/27/2026 15:21
|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who 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. | |||
|
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock, par value $0.0001 | (1) | (1) | Class A Common Stock, par value $0.0001 | 838,101 | (1) | D | |
| Class B Common Stock, par value $0.0001 | (1) | (1) | Class A Common Stock, par value $0.0001 | 86,864,301 | (1) | I | By the Austin Powers Trust(2) |
| Class B Common Stock, par value $0.0001 | (1) | (1) | Class A Common Stock, par value $0.0001 | 84,767,646 | (1) | I | By the Paolo Tiramani 2020 Family Gift Trust(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Tiramani Paolo 5345 E. N. BELT ROAD NORTH LAS VEGAS, NV 89115 |
X | Co-Chief Executive Officer | ||
| /s/ Paolo Tiramani | 07/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each share of Class B Common Stock converts into one share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Company. Shares of Class B Common Stock may be issued only to, and registered in the name of, Paolo Tiramani, Galiano Tiramani and their respective permitted transferees. Immediately prior to any transfer of shares of Class B Common Stock to a person other than a permitted transferee, each share of Class B Common Stock so transferred shall automatically convert into one (1) share of Class A Common Stock. |
| (2) | The Austin Powers Trust was established for the benefit of Mr. Paolo Tiramani, his son Galiano Tiramani and his descendants, and Mr. Paolo Tiramani's partner. Mr. Paolo Tiramani is the investment trustee of the Austin Powers Trust. The Paolo Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Tiramani's son Galiano Tiramani and Mr. Galiano Tiramani's descendants. Mr. Paolo Tiramani is not the trustee of the trust nor is the trust held for his benefit. The Trustee of the Trust is Premier Trust Inc. |
|
Remarks: This report excludes shares of Merger Preferred Stock that Mr. Tiramani deposited in the Dechomai Asset Trust, a donor advised fund in which Mr. Tiramani may advise the fund on voting or other matters related to his deposited assets but does not have the power to compel the Trust to act. |
|