UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
| Ault Alliance, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 per share par value |
| (Title of Class of Securities) |
| 09175M 507 |
| (CUSIP Number) |
| July 19, 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) |
| x | Rule 13d-1(c) |
| ¨ | 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).
| 1 |
NAME OF REPORTING PERSONS
Esousa Group Holdings LLC 88-1214533 |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
24,500,000(1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
24,500,000(1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,500,000(1) |
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%(2) |
|
| 12 |
TYPE OF REPORTING PERSON*
OO |
| (1) | Consists of 24,500,000 shares of Common Stock issuable upon conversion of the Convertible Note (See Item 4). |
| (2) | As more fully described in Item 4, the Convertible Note is subject to a 9.9% beneficial ownership maximum, and the percentage set forth in row (11) gives effect to such beneficial ownership maximum. However, as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show the number of shares of Common Stock that would be issuable upon full conversion of the Convertible Note and do not give effect to such beneficial ownership maximum. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such beneficial ownership maximum, is less than the number of securities reported in rows (5), (7) and (9). |
2
| 1 |
NAME OF REPORTING PERSONS
Michael Wachs |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) ¨ |
| 3 |
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
24,500,000(1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
24,500,000(1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,500,000(1) |
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%(2) |
|
| 12 |
TYPE OF REPORTING PERSON*
OO |
| (1) | Consists of 24,500,000 shares of Common Stock issuable upon conversion of the Convertible Note (See Item 4). |
| (2) | As more fully described in Item 4, the Convertible Note is subject to a 9.9% beneficial ownership maximum, and the percentage set forth in row (11) gives effect to such beneficial ownership maximum. However, as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show the number of shares of Common Stock that would be issuable upon full conversion of the Convertible Note and do not give effect to such beneficial ownership maximum. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such beneficial ownership maximum, is less than the number of securities reported in rows (5), (7) and (9). |
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Item 1 (a). Name of Issuer:
Ault Alliance, Inc. (the “Issuer”)
Item 1 (b). Address of Issuer's Principal Executive Offices:
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Item 2 (a). Name of Person Filing:
Esousa Group Holdings LLC and Michael Wachs (collectively, the “Reporting Persons”)
Item 2 (b). Address of Principal Business Office or, if None, Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2 (c). Citizenship:
Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
Item 2 (d). Title of Class of Securities:
Common stock, par value $0.001 per share, of the Issuer (the “Common Stock”)
Item 2 (e). CUSIP Number:
09175M 507
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3): |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4 (a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Persons hereto and is incorporated herein by reference.
The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 35,846,318 shares of Common Stock issued and outstanding as of July 18, 2024 and assumes the issuance of shares of Common Stock upon conversion of the Convertible Promissory Note issued by the Issuer to the Reporting Person dated July 19, 2024 (the “Convertible Note”), subject to the Beneficial Ownership Maximum (as defined below).
Pursuant to the terms of the Convertible Note, the Issuer cannot issue shares of Common Stock to the Reporting Person and the Reporting Person cannot convert the Convertible Note, to the extent that the Reporting Person would beneficially own, after any such conversion, more than 9.9% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Maximum”), and the percentage set forth in Row 11 of the cover page gives effect to the Beneficial Ownership Maximum. Consequently, due to the Beneficial Ownership Maximum, as of the date of the event which requires filing of this statement, the Reporting Person could not convert all of the Convertible Note.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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.
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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.
August 12, 2024
| ESOUSA GROUP HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| Managing Member | ||
| /s/ Michael Wachs | ||
| Michael Wachs | ||
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EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Ault Alliance, Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
August 12, 2024
| ESOUSA GROUP HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| Managing Member | ||
| /s/ Michael Wachs | ||
| Michael Wachs | ||
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