Statement of Ownership (sc 13g)
23 Diciembre 2021 - 5:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
The
Crypto Company
(Name
of Issuer)
Class
A Common Stock, $0.001 Par Value
(Title of Class of Securities)
22906C1027
(CUSIP Number)
March
8, 2021
(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)
|
|
☒
|
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).
CUSIP:
22906C1027
|
1.
|
Names
of Reporting Person
|
|
|
|
|
|
Dempsey
Capital Pty Ltd.
|
|
2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions)
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
|
|
|
|
Australia
|
|
|
5.
|
Sole
Voting Power
|
|
Number
of
Shares
|
|
-
|
|
Beneficially
Owned
By
Each
|
6.
|
Shared
Voting Power
1,403,623(1)
|
|
Reporting
Person
With
|
7.
|
Sole
Dispositive Power
-
|
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
1,403,623(1)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
1,403,623(1),
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
11.
|
Percent
of Class Represented By Amount in Row (9)
|
|
|
|
|
|
6.25%(2)
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
|
|
OO
|
|
(1)
|
As
of November 30, 2021, the Alium Alpha Fund (the “Fund”) owned 1,056,123 shares of common stock of The Crypto Company
(the “Issuer”) and also owned warrants exercisable to acquire an aggregate of an additional 347,500 shares of
common stock of the Issuer. Dempsey Capital Pty Ltd. is the trustee of the Fund and in such capacity has voting and dispositive power
over the securities held by the Fund. Pursuant to an Investment Management Agreement Dempsey Capital Pty Ltd. has delegated voting
and dispositive power over the shares beneficially owned by the Fund to Alium Capital Management
Pty Ltd. That Investment Management Agreement is terminable by Dempsey Capital Pty Ltd. Neither Dempsey Capital Pty Ltd. nor Alium
Capital Management Pty Ltd. have an economic interest in the securities of the Fund.
|
|
|
|
|
(2)
|
Based
on 22,126,793 shares of the Issuer’s common stock outstanding as of November 1, 2021 as reported in the Issuer’s Form
10-Q for the quarter ended September 30, 2021.
|
CUSIP:
22906C1027
|
1.
|
Names
of Reporting Person
|
|
|
|
|
|
Alium
Capital Management Pty Ltd.
|
|
|
|
|
2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions)
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
|
|
|
|
Australia
|
|
|
5.
|
Sole
Voting Power
|
|
Number
of
Shares
|
|
-
|
|
Beneficially
Owned
By
Each
|
6.
|
Shared
Voting Power
1,403,623(1)
|
|
Reporting
Person
With
|
7.
|
Sole
Dispositive Power
-
|
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
1,403,623
(1)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
1,403,623),
(2)
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
11.
|
Percent
of Class Represented By Amount in Row (9)
|
|
|
|
|
|
6.25%(2)
|
|
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
|
|
IA
|
|
(1)
|
As
of November 30, 2021, the Alium Alpha Fund (the “Fund”) owned 1,056,123 shares of common stock of The Crypto Company
(the “Issuer”) and also owned warrants exercisable to acquire an aggregate of an additional 347,500 shares of
common stock of the Issuer. Dempsey Capital Pty Ltd. is the trustee of the Fund and in such capacity has voting and dispositive power
over the securities held by the Fund. Pursuant to an Investment Management Agreement Dempsey Capital Pty Ltd. has delegated voting
and dispositive power over the shares beneficially owned by the Fund to Alium Capital Management
Pty Ltd. That Investment Management Agreement is terminable by Dempsey Capital Pty Ltd. Neither Dempsey Capital Pty Ltd. nor Alium
Capital Management Pty Ltd. have an economic interest in the securities of the Fund.
|
|
|
|
|
(2)
|
Based
on 22,126,793 shares of the Issuer’s common stock outstanding as of November 1, 2021 as reported in the Issuer’s Form
10-Q for the quarter ended September 30, 2021.
|
|
Item
1(a)
|
Name
of Issuer:
|
|
|
|
|
|
The
Crypto Company (the “Issuer”).
|
|
|
|
|
Item
1(b)
|
Address
of the Issuer’s Principal Executive Offices:
|
|
|
|
|
|
23823
Malibu Road, Suite 50477
|
|
|
Malibu,
CA 90265
|
|
|
|
|
Item
2(a)
|
Name
of Person Filing:
|
|
|
|
|
|
Dempsey
Capital Pty Ltd.
|
|
|
Alium
Capital Management Pty Ltd.
|
|
|
|
|
Item
2(b)
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
|
|
|
Level
2, Domain House
|
|
|
139
Macquarie Street
|
|
|
Sydney
NSW 2000
|
|
|
|
|
Item
2(c)
|
Citizenship:
|
|
|
|
|
|
Australia
|
|
|
|
|
Item
2(d)
|
Title
of Class of Securities:
|
|
|
|
|
|
Common Stock, $0.001 par value per share.
|
|
|
|
|
Item
2(e)
|
CUSIP
Number:
|
|
|
|
|
|
22906C1027
|
|
|
|
|
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:
|
|
|
|
|
|
Not
Applicable.
|
|
|
|
|
Item
4.
|
Ownership:
|
|
|
|
|
Item
4(a)
|
Amount
Beneficially Owned:
|
|
|
|
|
|
See
the responses to Item 9 on the attached cover pages.
|
|
|
|
|
Item
4(b)
|
Percent
of Class:
|
|
|
|
|
|
See
the responses to Item 11 on the attached cover pages.
|
|
|
|
|
Item
4(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
|
|
|
|
See
the responses to Item 5 on the attached cover pages.
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
|
|
|
|
See
the responses to Item 6 on the attached cover pages.
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
|
|
|
|
See
the responses to Item 7 on the attached cover pages.
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
|
|
|
|
|
See
the responses to Item 8 on the attached cover pages.
|
|
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 5 percent of the class of securities, check the following ☐
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
As
of November 30, 2021, the Alium Alpha Fund (the “Fund”) owned 1,056,123 shares of common stock of the Issuer and also
owned warrants exercisable to acquire an aggregate of an additional 347,500 shares of common stock of the Issuer. Dempsey Capital
Pty Ltd. is the trustee of the Fund. Pursuant to an Investment Management Agreement Dempsey Capital Pty Ltd. has delegated voting and
dispositive power over the shares beneficially owned by the Fund to Alium Capital Management Pty
Ltd. That Investment Management Agreement is terminable by Dempsey Capital Pty Ltd. Neither Dempsey Capital Pty Ltd nor Alium Capital
Management Pty Ltd. have an economic interest in the securities of the Fund.
|
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.
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.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
|
Date:
|
December
22, 2021
|
ALIUM
CAPITAL MANAGEMENT PTY LTD
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michael Considine
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Date:
|
December
22, 2021
|
DEMPSEY
CAPITAL PTY LTD
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michael Considine
|
|
|
|
Title:
|
Director
|
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of the foregoing Statement on Schedule 13G with respect to the shares of common stock of The Crypto
Company. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This
Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
|
Date:
|
December
22, 2021
|
ALIUM
CAPITAL MANAGEMENT PTY LTD
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michael Considine
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Date:
|
December
22, 2021
|
DEMPSEY
CAPITAL PTY LTD
|
|
|
|
|
|
|
|
|
By:
|
/s/
Michael Considine
|
|
|
|
Title:
|
Director
|
Crypto (PK) (USOTC:CRCW)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Crypto (PK) (USOTC:CRCW)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
