SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on February 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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A-Mark Precious Metals, Inc.
(Name of Issuer) |
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Common Stock, $0.01 par value
(Title of Class of Securities) |
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00181T107
(CUSIP Number) |
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12/31/2024
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00181T107 |
| 1 | Names of Reporting Persons
Praetorian PR LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PUERTO RICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
950,000.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 %
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| 12 | Type of Reporting Person (See Instructions)
IA, OO
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SCHEDULE 13G
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| CUSIP No. | 00181T107 |
| 1 | Names of Reporting Persons
Praetorian Capital Fund LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
950,000.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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SCHEDULE 13G
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| CUSIP No. | 00181T107 |
| 1 | Names of Reporting Persons
Praetorian Capital Management LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
950,000.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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SCHEDULE 13G
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| CUSIP No. | 00181T107 |
| 1 | Names of Reporting Persons
Mongolia (Barbados) Corp.
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BARBADOS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 %
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| 12 | Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13G
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| CUSIP No. | 00181T107 |
| 1 | Names of Reporting Persons
Mongolia Growth Group Ltd.
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ALBERTA, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 %
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| 12 | Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13G
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| CUSIP No. | 00181T107 |
| 1 | Names of Reporting Persons
Kupperman Harris
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,065,000.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 %
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| 12 | Type of Reporting Person (See Instructions)
HC, IN
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
A-Mark Precious Metals, Inc.
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| (b) | Address of issuer's principal executive offices:
2121 Rosecrans Ave, Suite 6300, El Segundo, California 90245
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| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Praetorian Capital Fund LLC ("Praetorian Fund"), Praetorian PR LLC ("Praetorian PR"), Praetorian Capital Management LLC ("PCM"), Mongolia (Barbados) Corp. ("Mongolia"), Mongolia Growth Group Ltd. ("MGG") and Harris Kupperman. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Praetorian PR serves as the investment manager of Praetorian Fund and may be deemed to beneficially own the shares of common stock, $0.01 par value, of the Issuer (the "Shares") owned directly by Praetorian Fund. PCM serves as the manager of Praetorian Fund and may be deemed to beneficially own the Shares owned directly by Praetorian Fund. MGG is the controlling person and sole shareholder of Mongolia and may be deemed to beneficially own the Shares owned directly by Mongolia. Mr. Kupperman, as the managing member of each of Praetorian PR and PCM may be deemed to beneficially own the Shares owned directly by Praetorian Fund, and as the CEO and Executive Chairman of MGG may be deemed to beneficially own the Shares owned directly by Mongolia.
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| (b) | Address or principal business office or, if none, residence:
The address of the principal office of each of Praetorian PR and Mr. Kupperman is Carr 429, Km 4.1, Bo. Barrero, Rincon, Puerto Rico 00677. The address of the principal office of each of Praetorian Fund and PCM is 3271 Riviera Drive, Coral Gables, Florida 33134. The address of the principal office of each of Mongolia and MGG is 100 King Street West, Suite 5600, Toronto, Ontario, Canada, M5X 1C9.
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| (c) | Citizenship:
Each of Praetorian Fund and PCM are organized under the laws of Delaware. Praetorian PR is organized under the laws of Puerto Rico. Mongolia is organized under the laws of Barbados. MGG is organized under the laws of Alberta, Canada. Mr. Kupperman is a citizen of the United States of America.
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| (d) | Title of class of securities:
Common Stock, $0.01 par value
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| (e) | CUSIP No.:
00181T107
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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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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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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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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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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) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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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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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) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the close of business on December 31, 2024:
(i) Praetorian Fund directly beneficially owned 950,000 Shares;
(ii) Praetorian PR, as the investment manager of Praetorian Fund, may be deemed the beneficial owner of the 950,000 Shares directly beneficially owned by Praetorian Fund;
(iii) PCM, as the manager of Praetorian Fund, may be deemed the beneficial owner of the 950,000 Shares directly beneficially owned by Praetorian Fund;
(iv) Mongolia directly beneficially owned 115,000 Shares;
(v) MGG, as the controlling person and sole shareholder of Mongolia, may be deemed the beneficial owner of the 115,000 Shares directly beneficially owned by Mongolia; and
(vi) Mr. Kupperman, as the managing member of each of Praetorian PR and PCM and the CEO and Executive Chairman of MGG, may be deemed the beneficial owner of the 950,000 Shares directly beneficially owned by Praetorian Fund and the 115,000 Shares directly beneficially owned by Mongolia.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that such Reporting Person does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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| (b) | Percent of class:
The following percentages are based on 23,184,059 Shares outstanding as of November 1, 2024, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.
As of the close of business on December 31, 2024, (i) Praetorian Fund beneficially owned approximately 4.1% of the outstanding Shares, (ii) each of Praetorian PR and PCM may be deemed to beneficially own approximately 4.1% of the outstanding Shares, (iii) Mongolia beneficially owned approximately 0.5% of the outstanding Shares, (iv) MGG may be deemed to beneficially own approximately 0.5% of the outstanding Shares and (v) Mr. Kupperman may be deemed to beneficially own approximately 4.6% of the outstanding Shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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.
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Exhibit Information
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99.1 - Joint Filing Agreement |