Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
Solo Brands, Inc.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
83425V104
(CUSIP Number)
August 26, 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:
[ X] Rule 13d-1(b)
[ ] 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 disclosures provided in a prior cover
page.
The information required on 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).
?
CUSIP No. 83425V104
13G
Page 2 of 9 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ophir Global Opportunities Fund
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
701,024 Class A Ordinary Shares
6.
SHARED VOTING POWER
7.
SOLE DISPOSITIVE POWER
701,024 Class A Ordinary Shares
8.
SHARED DISPOSITIVE POWER
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
701,024 Class A Ordinary Shares
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.10%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
?
CUSIP No. 83425V104
13G
Page 3 of 9 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ophir Global High Conviction Fund
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0 Class A Ordinary Shares
6.
SHARED VOTING POWER
7.
SOLE DISPOSITIVE POWER
0 Class A Ordinary Shares
8.
SHARED DISPOSITIVE POWER
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
701,024 Class A Ordinary Shares
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.10%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
?
CUSIP No. 83425V104
13G
Page 4 of 9 Pages
Item 1.
(a)
Name of Issuer
Solo Brands, Inc.
(b)
Address of Issuer?s Principal Executive Offices
1001 Mustang Dr.
Grapevine, TX, 76051
Item 2.
(a)
Name of Person Filing
Ophir Global Opportunities Fund and Ophir Global
High Conviction Fund (?Ophir Funds?)
(b)
The address of the principal place of the Filers is
located at:
Level 26, Governor Philip Tower
One Farrer Place, Sydney, NSW 2000
(c)
For citizenship of Filers, see Item 4 of the cover sheet
for each Filer.
Ophir Funds are Australian-domiciled.
(d)
Title of Class of Securities
Class A Ordinary Shares, par value $0.001 per share
(the ?Class A Ordinary Shares?)
(e)
CUSIP Number
83425V104
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)
[ ]
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)
[X]
An investment adviser in accordance with
?240.13d-1(b)(1)(ii)(E);
CUSIP No. 83425V104
13G
Page 5 of 9 Pages
(g)
[ ]
A parent holding company or control person in accordance
with ?240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations 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 of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with ?240.13d-1(b)(1)(ii)(J).
?
CUSIP No. 83425V104
13G
Page 6 of 9 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
701,024 Class A Ordinary Shares*
(b) Percent of class:
1.10%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
701,024 Class A Ordinary Shares*
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
701,024 Class A Ordinary Shares*
(iv) Shared power to dispose or to direct the disposition of
* Ophir Asset Management US LLC serves as the investment
manager to Ophir Global Opportunities
Fund, Ophir Global High Conviction Fund,
collectively the ?Ophir Funds?, and the Accounts.
This report shall not be deemed an admission that the
Reporting Persons are beneficial owners of the
Shares for purposes of Section 13 of the Securities
Exchange Act of 1934, as amended, or for any other
purpose. Each of the Reporting Persons disclaims beneficial
ownership of the Shares reported herein
except to the extent of the Reporting Person?s pecuniary
interest therein.
The percentages herein are calculated based upon a statement
in the Issuer?s Form 10-Q, as of August
8, 2022 which was filed on August 11, 2022, that there were
63,472,851 shares of Class A Common Stock
issued and outstanding.
Item 5. Ownership 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 [X]
CUSIP No. 83425V104
13G
Page 7 of 9 Pages
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.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
?
CUSIP No. 83425V104
13G
Page 8 of 9 Pages
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.
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: September 6, 2022
Ophir Asset Management US LLC
By: /s/ Melanie Harris, CCO
________________________________________
CUSIP No. 83425V104
13G
Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a
joint statement on Schedule 13G under the
Securities Exchange Act of 1934, as amended, with respect
to the Class A Ordinary Shares of Solo
Brands, Inc. beneficially owned by them, together with any or
all amendments thereto, when and if
appropriate. The parties hereto further consent this Statement
pursuant to Rule 13d-1(k)(1)(iii) as an
exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
Dated: September 6, 2022
Ophir Asset Management US LLC
By: /s/ Melanie Harris, CCO
________________________________________