SEC Form SC 13G filed by Pure Cycle Corporation

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 0)*

Pure Cycle Corporation

(Name of Issuer)

Common Stock, 1/3 of $.01 par value

(Title of Class of Securities)

746228303

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

____________________

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 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).

Pure Cycle Corporation

34501 E. Quincy Avenue

Bldg. 65, Suite A

Watkins, Colorado 80137

This Schedule 13G is being filed by Magnolia Capital Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of common stock, 1/3 of $.01 par value per share of the Issuer (the “Common Stock”) owned directly by MCF and Mr. Peterson.

TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Common Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock.

1601 Dodge Street, Suite 3300

Omaha, Nebraska

MCF is a Delaware limited partnership. TMG is a Nebraska limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.

Common Stock, 1/3 of $.01 par value

746228303

Mr. Peterson may be deemed the beneficial owner of 1,819,399 shares of Common Stock held for the account of MCF. Mr. Peterson also is the owner of 6,000 shares of Common Stock personally.

TMG may be deemed the beneficial owner of 1,819,399 shares of Common Stock held for the account of MCF.

MCF may be deemed the beneficial owner of 1,819,399 shares of Common Stock that it holds.

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 24,080,698 the number of shares of Common Stock outstanding as of January 5, 2024, as reported on the 10-K filed by the Issuer on January 16, 2024, with the Securities and Exchange Commission.

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

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. [ ]

Not applicable.

Not applicable

Not applicable

Not applicable

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.

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.

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Joint Filing Agreement, dated as of February 14, 2024, by and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree, as of February 14, 2024, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Pure Cycle Corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.