Sec Form 13G Filing - Mink Brook Partners LP filing for BBX CAP INC (BBXIA) - 2023-01-17

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

 

 

BBX Capital, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

073319204

(CUSIP Number)

December 31, 2022

(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).

 

 

SCHEDULE 13G

 

CUSIP No.

073319204

 

1	Names of Reporting Persons
	Mink Brook Partners LP
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  o (b)  x
3	Sec Use Only
4	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		408,450
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		408,450

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	408,450
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)
	2.75% (1)
12	Type of Reporting Per son (See Instructions)
	OO

 

(1)

This percentage is calculated based upon 14,871,249 shares of common stock outstanding of the Issuer, including 11,010,631 shares of its Class A Common Stock and 3,860,618 shares of its Class B Common Stock disclosed in a press release and accompanying filing dated December 28, 2022.

 

 

CUSIP No.

073319204

 

1	Names of Reporting Persons
	Mink Brook Opportunity Fund LP
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  o (b)  x
3	Sec Use Only
4	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		405,247
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		405,247

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	405,247
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)
	2.73% (1)
12	Type of Reporting Person (See Instructions)
	OO

 

(1)

This percentage is calculated based upon 14,871,249 shares of common stock outstanding of the Issuer, including 11,010,631 shares of its Class A Common Stock and 3,860,618 shares of its Class B Common Stock, disclosed in a press release and accompanying filing dated December 28, 2022.

 

 

CUSIP No.

073319204

 

1	Names of Reporting Persons
	Mink Brook Capital GP LLC
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  o (b)  x
3	Sec Use Only
4	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		813,697
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		813,697

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	813,697
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)
	5.47% (1)
12	Type of Reporting Person (See Instructions)
	OO

 

(1)

This percentage is calculated based upon 14,871,249 shares of common stock outstanding of the Issuer, including 11,010,631 shares of its Class A Common Stock and 3,860,618 shares of its Class B Common Stock, disclosed in a press release and accompanying filing dated December 28, 2022.

 

 

CUSIP No.

073319204

 

1	Names of Reporting Persons
	William Mueller
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  o (b)  x
3	Sec Use Only
4	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		813,697
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		813,697

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	813,697
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)
	5.47% (1)
12	Type of Reporting Person (See Instructions)
	OO

 

(1)

This percentage is calculated based upon 14,871,249 shares of common stock outstanding of the Issuer, including 11,010,631 shares of its Class A Common Stock and 3,860,618 shares of its Class B Common Stock, disclosed in a press release and accompanying filing dated December 28, 2022.

 

 

Item 1.

 

	(a)	Name of Issuer: BBX Capital, Inc.
	(b)	Address of Issuer’s Principal Executive Offices:

 

201 EAST LAS OLAS BOULEVARD, SUITE 1900
FORT LAUDERDALE, FLORIDA 33301

 

Item 2.

 

(a)

Name of Person Filing:

 

Mink Brook Partners LP

Mink Brook Opportunity Fund LP

Mink Brook Capital GP LLC

William Mueller

 

(b)

Address of Principal Business Office or, if None, Residence:

 

201 Summa Street

West Palm Beach, FL 33405

 

(c)

Citizenship:

 

Mink Brook Partners LP - Delaware

Mink Brook Opportunity Fund LP - Delaware

Mink Brook Capital GP LLC - Delaware

William Mueller – Florida

 

(d)

Title and Class of Securities:

 

Class A Common Stock

 

(e)

CUSIP No.: 073319204

 

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;
	(b)	o	Bank as defined in Section 3(a)(6) of the Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 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;
	(j)	o	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with R ule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)

 

Reference is made to Items 5 – 11 on the preceding pages of this Schedule 13G.

 

As of the close of business on December 31, 2022, Mink Brook Partners LP and Mink Brook Opportunity Fund LP held an aggregate of 813,697 shares of the common stock of the Issuer. As the general partner to both Mink Brook Partners LP and Mink Brook Opportunity Fund LP, Mink Brook Capital GP LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Mink Brook Partners LP and Mink Brook Opportunity Fund LP. As the managing member of Mink Brook Capital GP LLC, William Mueller may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Mink Brook Partners LP and Mink Brook Opportunity Fund LP.

 

Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Mueller or Mink Brook Capital GP LLC is the beneficial owner of the shares of the common stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of their respective pecuniary interests therein.

 

(b)	Percent of Class:

 

Mink Brook Partners LP – 2.75%

Mink Brook Opportunity Fund LP – 2.73%

Mink Brook Capital GP LLC – 5.47%

William Mueller – 5.47%

 

This percentage is calculated based upon 14,871,249 shares of common stock outstanding of the Issuer, including 11,010,631 shares of its Class A Common Stock and 3,860,618 shares of its Class B Common Stock, disclosed in a press release and accompanying filing dated December 28, 2022.

 

(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote:

 

Mink Brook Partners LP – 0

Mink Brook Opportunity Fund LP – 0

Mink Brook Capital GP LLC – 0

William Mueller – 0

 

(ii)

Shared power to vote or to direct the vote:

 

Mink Brook Partners LP – 408,450

Mink Brook Opportunity Fund LP – 405,247

Mink Brook Capital GP LLC – 813,697

William Mueller – 813,697

 

(iii)

Sole power to dispose or to direct the disposition of:

Mink Brook Partners LP – 0

Mink Brook Opportunity Fund LP – 0

Mink Brook Capital GP LLC – 0

William Mueller – 0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

Mink Brook Partners LP – 408,450

Mink Brook Opportunity Fund LP – 405,247

Mink Brook Capital GP LLC – 813,697

William Mueller – 813,697

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership 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.

 

Item 8.

Identification and classification of members of the group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

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, 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.

 

Dated:  January 17, 2023

 

WILLIAM MUELLER

 

/s/ William Mueller

 

Mink Brook Opportunity Fund LP

 

/s/ William Mueller

 

Title: Managing Member, general partner Mink Brook Capital GP LLC

 

Mink Brook Partners LP

 

/s/ William Mueller

 

Title: Managing Member, general partner Mink Brook Capital GP LLC

 

Mink Brook Capital GP LLC

 

/s/ William Mueller

 

Title: Managing Member, general partner Mink Brook Capital GP LLC

 

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 this 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.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

 

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