Washington, D.C. 20549
(Amendment No. ___)*
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
*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
| 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 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 22, 2022. |
| 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 |
|
403,300 |
| 7 |
Sole Dispositive Power |
|
0 |
| 8 |
Shared Dispositive Power |
|
403,300 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
403,300 |
| 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) |
|
2.71% (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 22, 2022. |
| 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 |
|
811,750 |
| 7 |
Sole Dispositive Power |
|
0 |
| 8 |
Shared Dispositive Power |
|
811,750 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
811,750 |
| 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) |
|
5.46% (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 22, 2022. |
| 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 |
|
811,750 |
| 7 |
Sole Dispositive Power |
|
0 |
| 8 |
Shared Dispositive Power |
|
811,750 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
811,750 |
| 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) |
|
5.46% (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 22, 2022. |
| (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
| (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: |
88 East Wheelock St.
Hanover, NH 03755
Mink Brook Partners LP - Delaware
Mink Brook Opportunity Fund LP - Delaware
Mink Brook Capital GP LLC - Delaware
William Mueller – New Hampshire
| (d) | Title and Class of Securities: |
Class A
Common Stock
| 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; |
| |
|
|
|
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(e) |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
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|
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(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); |
| |
|
|
|
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(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 Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
(a)
Reference is made to
Items 5 – 11 on the preceding pages of this Schedule 13G.
As of the close of business
on December 22, 2022, Mink Brook Partners LP and Mink Brook Opportunity Fund LP held an aggregate of 811,750 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.
Mink Brook Partners LP – 2.75%
Mink Brook Opportunity Fund LP – 2.71%
Mink Brook Capital GP LLC – 5.46%
William Mueller – 5.46%
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 22, 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 – 403,300
Mink Brook Capital GP LLC – 811,750
William Mueller – 811,750
| (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 – 403,300
Mink Brook Capital GP LLC – 811,750
William Mueller – 811,750
| 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.
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: December 22, 2022
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).
9