SCHEDULE: American Ventures Group Discloses 8.95% Stake in Safety Shot, Inc.
Beneficial Ownership Disclosure
American Ventures LLC, Series XII SHOT and its affiliates have disclosed a beneficial ownership of 8.95% in Safety Shot, Inc.'s common stock, alongside significant warrant holdings subject to beneficial ownership limitations.
Summary
- American Ventures LLC, Series XII SHOT, along with its affiliates American Ventures Management LLC, American Ventures IM LLC, Dominari Holdings Inc., Eric Newman, Anthony Hayes, and Kyle Michael Wool, collectively beneficially own 10,835,141 shares of Safety Shot, Inc. common stock.
- This beneficial ownership represents 8.95% of Safety Shot, Inc.'s common stock, based on 121,048,833 shares outstanding as of July 21, 2025.
- The reported beneficial ownership excludes 10,835,141 Series A Common Stock Purchase Warrants and 10,835,141 Series B Common Stock Purchase Warrants, as neither are currently exercisable within 60 days.
- Both Series A and Series B warrants are subject to beneficial ownership limitations, or 'blockers,' of 4.99% (or 9.99% at the holder's election), preventing exercise if it would result in ownership exceeding these thresholds.
- The aggregate number of shares and percentage of total outstanding shares beneficially owned by the Reporting Persons gives effect to these beneficial ownership blockers.
- Kyle Michael Wool's beneficial ownership also excludes 7,212 shares of Series B Preferred Stock held by Trajan Holdings LLC, convertible into common stock at a conversion price of $0.34 per share (stated value $750 per share).
Sentiment
Score: 7
Explanation: The disclosure of a significant beneficial ownership stake by a group of institutional investors and their affiliates is generally viewed positively as it indicates a notable investment and potential confidence in the company. The detailed explanation of warrant holdings and their limitations adds transparency.
Positives
- A significant beneficial ownership stake by institutional investors and their affiliates can signal confidence in the company's future prospects.
- The disclosure clarifies the ownership structure and the limitations on warrant exercises, providing transparency to the market.
Negatives
- The beneficial ownership limitations (blockers) on the Series A and Series B warrants may restrict the Reporting Persons' ability to convert a larger portion of their warrants into common stock, potentially limiting their upside participation if the stock price increases significantly.
Risks
- The beneficial ownership limitations on the Series A and Series B warrants (4.99% or 9.99%) could restrict the Reporting Persons' ability to fully exercise their warrants, potentially impacting their investment strategy.
- The existence of a large number of unexercised warrants (21,670,282 shares combined) represents potential future dilution if and when these warrants become exercisable and are converted into common stock.
Future Outlook
The filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing is a standard disclosure of beneficial ownership by a significant investor group and does not provide specific insights into broader industry trends or competitive landscape beyond the ownership structure of Safety Shot, Inc.
Related Party Transactions
- American Ventures Management LLC is the manager of American Ventures LLC, Series XII SHOT.
- American Ventures IM LLC is the investment manager of American Ventures LLC, Series XII SHOT.
- Dominari Holdings Inc. is the majority member of American Ventures Management LLC and American Ventures IM LLC, controlling voting and dispositive power over securities held by entities managed or controlled by AV Management and/or AV IM.
- Eric Newman is the manager of both American Ventures Management LLC and American Ventures IM LLC.
- Kyle Michael Wool is the President and director of Dominari Holdings Inc.
- Anthony Hayes is the Chief Executive Officer, a director, and Chairman of the board of directors of Dominari Holdings Inc.
- Kyle Michael Wool is the sole member and manager of Trajan Holdings LLC, which holds Series B Preferred Stock of the Issuer.
Stakeholder Impact
- Shareholders: The disclosure provides transparency regarding a significant institutional stake, which could influence investor sentiment and potentially the stock's liquidity and stability.
- Management: Awareness of a large beneficial owner may influence strategic decisions and communication with the investment community.
Key Dates
| Date | Description |
|---|---|
| 07/21/2025 | Date as of which 121,048,833 shares of Safety Shot, Inc. common stock were issued and outstanding, used as the basis for percentage calculation. |
| 07/23/2025 | Date of event which requires filing of this statement; also the filing date of the Issuer's Prospectus Supplement reporting outstanding shares. |
| 07/30/2025 | Date of signing for the Schedule 13G and the Joint Filing Agreement. |
Keywords
Safety Shot Inc., Common Stock, Beneficial Ownership, Schedule 13G, Warrants, Series A Warrants, Series B Warrants, American Ventures LLC, Dominari Holdings Inc., Institutional Ownership, SEC Filing, Equity Stake, Dilution
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