Amended Statement of Beneficial Ownership (sc 13d/a)
31 Januar 2022 - 11:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Houston American Energy Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
44183U209
(CUSIP Number)
Milton
C, Ault, III
BITNILE HOLDINGS,
INC.
11411 Southern
Highlands Parkway, Suite 240
Las Vegas,
NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 2022
(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 ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1 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. 44183U209
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1
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NAME OF REPORTING PERSONS
BitNile Holdings, 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 ITEM 2(d) OR 2(e)¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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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
1,220,000
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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
1,220,000
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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
1,220,000
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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)
12.23%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 44183U209
This Amendment No. 2 (“Amendment
No. 2”) amends and supplements the Schedule 13D filed by the undersigned on July 1, 2021, as amended on July 8, 2021 (the “Schedule
13D”). Except as otherwise specified in this Amendment No. 2, all items in the Schedule 13D are unchanged. All capitalized
terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
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Item 2.
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Identity and Background.
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Item 2 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) This
statement is filed on behalf of BitNile Holdings, Inc. (formerly, Ault Global Holdings, Inc.) (the “Reporting Person”).
Set forth on Schedule A annexed hereto
(“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship
of the executive officers and directors of the Reporting Person. To the best of the Reporting Person’s knowledge, except as otherwise
set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract,
agreement or understanding required to be disclosed herein.
(b) The
Reporting Person’s principal business address is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.
(c) The
Reporting Person is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with
a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Reporting Person owns and operates
a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including
defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles.
(d) Neither
the Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither
the Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding 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 incorporated under the laws of Delaware. The citizenship of the persons listed on Schedule A is set forth therein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The Shares purchased by the Reporting
Person as reported on the Schedule 13D were purchased with working capital in open market purchases. The Reporting Person expended an
aggregate of $2,980,109.30 for the purchase of the Shares.
The Shares transacted by the Reporting
Person as reported on this Amendment No. 2 decreased AGH’s aggregate expenditures by $417,893.85. Consequently, as of the date
of this Amendment No. 2, the Reporting Person has expended an aggregate of $2,587,566.85 for the purchase of the Shares.
CUSIP No. 44183U209
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The aggregate percentage of Shares reported
owned by the Reporting Person herein is based upon 9,928,338 Shares outstanding, which is the total number of Shares outstanding as of
November 10, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 12, 2021.
Reporting Person
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(a)
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As of the close of business on January
28, 2022, the Reporting Person beneficially owned 1,220,000 Shares.
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Percentage: Approximately 12.29%
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(b)
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1. Sole power to vote or direct vote: 1,220,000
2. Shared power to vote or direct vote: None
3. Sole power to dispose or direct the disposition: 1,220,000
4. Shared power to dispose or direct the disposition: None
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(c)
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The Reporting Person has not entered
into any transactions in the Shares during the past sixty days except for the open market
transactions conducted by its wholly-owned subsidiary Digital Power Lending, LLC set forth
below.
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Digital Power Lending, LLC
Digital Power Lending, a wholly-owned
subsidiary of the Reporting Person, engaged in the following transactions in the Shares during the past sixty days:
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Nature
of the Transaction
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Shares
of Common Stock
Purchased / (Sold)
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Price
Per Share ($)
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Date
of Transaction
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Sale
of Common Stock
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(282,500)
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1.56
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01/28/2022
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Purchase
of Common Stock
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15,000
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1.59
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01/28/2022
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(d)
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No person other than the Reporting
Person is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
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CUSIP No. 44183U209
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: January 31, 2022
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AULT GLOBAL HOLDINGS, INC.
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By:
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/s/ Milton C. Ault, III
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Milton C. Ault, III
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Executive Chairman
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DIGITAL POWER LENDING, LLC
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By:
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/s/ David J. Katzoff
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David J. Katzoff
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Manager
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SCHEDULE A
Officers and Directors of BitNile Holdings, Inc.
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Name and Position
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Principal Occupation
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Principal Business Address
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Citizenship
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Milton C. Ault, III
Executive Chairman
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Executive Chairman of BitNile Holdings, Inc.
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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William B. Horne
Chief Executive
Officer and Director
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Chief Executive Officer of BitNile Holdings, Inc.
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Henry C.W. Nisser
President, General
Counsel and Director
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President and General Counsel of BitNile Holdings, Inc.
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c/o BitNile Holdings, Inc. 100 Park Avenue, 16th Floor, Suite 1658A, New York, NY 10017
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Sweden
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Kenneth S. Cragun
Chief Financial
Officer
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Chief Financial Officer of BitNile Holdings, Inc.
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Howard Ash
Independent Director
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Chairman of Claridge Management
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Jeffrey A. Bentz
Independent Director
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President of North Star Terminal & Stevedore Company
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Robert O. Smith
Independent Director
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Independent Executive Consultant
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Moti Rosenberg
Independent Director
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Independent Consultant
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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Israel
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Glen Tellock
Independent Director
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Independent Consultant
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c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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