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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
374Water Inc.
(Name
of Issuer)
Common Stock, $.0001 Par Value
(Title
of Class of Securities)
73937M106
(CUSIP
Number)
Robert B. Macaulay
Carlton Fields, P.A.
700 NW 1st
Avenue, Suite 1200
Miami, Florida 33136
Phone: (305) 530-0050
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September
29, 2021
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a Statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
☐.
* 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 for the remainder of this cover page shall not
be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “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 13D
CUSIP No. 73937M106
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1
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NAME OF
REPORTING PERSON
MB
Holding Company, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E): ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Indiana
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
7,118,333
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
7,118,333
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,118,333
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.73%(1)
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14
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TYPE OF
REPORTING PERSON
CO
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_________________
(1) The
percentage is based on 122,817,746 shares of the Issuer’s
common stock outstanding as of September 30, 2021 plus 1,363,600
shares underlying the 27,272 outstanding shares of the
Issuer’s Series D Convertible Preferred Stock, which votes as
a class with the Common Stock.
Item 1. Security and Issuer
This
statement relates to shares of common stock, par value $.0001 per
share (the “Common Stock”), of 374 Water Inc., a
Delaware corporation (the “Issuer”). The address of the
principal executive office of the Issuer is
9300 S. Dadeland Boulevard, Suite 600, Miami, Florida
33156.
Item 2. Identity and Background
(a)
This Schedule 13D
is being filed by MB Holding Company, Inc. (the “Reporting
Person”).
(b)
The principal
business address of the Reporting Person is 8811 West 500 North,
Kokomo, IN, 46901.
(c)
The principal
business of the Reporting Person is to be a holding
company.
(d)
During the last
five years, the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e)
During the last
five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f)
The Reporting
Person is organized in the State of Indiana.
Item 3. Source and Amount of Funds or other Considerations.
The
aggregate purchase price for the shares of Common Stock acquired by
the Reporting Person was $1,134,999, which was funded by the
Reporting Person from its working capital.
Item 4. Purpose of Transaction
In April
2021, pursuant to the binding Memorandum of Understanding dated as
of March 30, 2021, between the Issuer and the Reporting Person, a
warrant for the purchase of 3,783,333 shares of Common Stock at an
exercise price of $.30 per share was issued to the Reporting Person
as consideration for executing the MOU and was considered fully
vested upon the execution of the MOU. On September 29, 2021, the
Reporting Person exercised the warrants resulting in the issuance
of 3,783,333 shares of Common Stock to the Reporting
Person.
The
Reporting Person has no plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a
merger, organization or liquidation, involving the Issuer or any of
its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or of any of its subsidiaries; (d) any change
in the present board of directors or the management of the Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the
Issuer’s business or corporate structure; (g) changes in the
Issuer’s charter, bylaws or instruments corresponding thereto
or other actions that may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class
of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) any action similar to any of those enumerated
above.
The
Reporting Person will continue to continually analyze and evaluate
its investment in the Issuer and reserves the right to change its
plans and intentions at any time with respect to any of the
foregoing.
Item 5. Interest in Securities of Issuer
(a)
The Reporting
Person is the holder of record of 7,118,333 shares of Common Stock,
representing approximately 5.73% of the shares of Common
Stock.
(b) The
Reporting Person has the sole voting and dispositive power over the
shares of Common Stock held by it.
(c) Except
as set forth above, there have been no transactions in the Common
Stock by the Reporting Person during the past 60
days.
(d) No
other person is known by the Reporting Person to have the right to
receive dividends from, or the proceeds from the sale of,
securities covered by this Schedule 13D.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except
as otherwise described in this Schedule 13D, (i) there are no
contracts, arrangements, understandings, or relationships (legal or
otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of
the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies and, (ii)
other than standard default and similar provisions contained in
loan agreements, none of the securities of the Issuer beneficially
owned by any Reporting Person are pledged or otherwise subject to a
contingency the occurrence of which would give another person
voting or investment power over such securities.
Item 7. Material to Be Filed as Exhibits
None.
[Signature on Next Page]
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.
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MB
Holding Company, Inc.
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Dated: October 27,
2021
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By:
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/s/ Terry
Merrell
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Name:
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Terry
Merrell
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Title:
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Chief Financial
Officer
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