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    SEC Form SC 13G filed by A-Mark Precious Metals Inc.

    4/5/24 4:00:12 PM ET
    $AMRK
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    SC 13G 1 amark_13g.htm SC 13G
     

    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

     

    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.    

     

    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 5Ownership 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 6Ownership 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.

     

    Item 10.Certification

     

    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)

     
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