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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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General Enterprise Ventures, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
369759105 (CUSIP Number) |
Stephen Conboy 2330 Spruce St., Carlsbad, CA, 92008 909-519-5470 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (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 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).
SCHEDULE 13D
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| CUSIP No. | 369759105 |
| 1 |
Name of reporting person
Conboy Stephen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,900,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
28.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Item 13 - In accordance with Exchange Act Rule 13d-3(c), ownership percentage assumes: (i) the conversion of Series C Convertible Preferred Shares held by the Reporting Person into Common Shares; and (ii) that no other person has converted or exercised securities into the Common Shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
General Enterprise Ventures, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1740H DEL RANGE BLVD, SUITE 166, CHEYENNE,
WYOMING
, 82009. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Steven Conboy (the "Reporting Pe
rson"). |
| (b) | The principal business address for the Reporting Person is 2300 Spruce St., Carlsbad, CA 92008. |
| (c) | The principal occupation of the Reporting Person is acting as a consultant and outside Chief Technology Officer for the Issuer with a principal place of business located at 2300 Spruce St., Carlsbad, CA 92008. |
| (d) | The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
| (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 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 a citizen of the State of California, United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired his shares of1. Series C Convertible Preferred Stock in a private transaction; and2. Conversion of Series C Convertible Preferred Stock into Common Stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the Series C Convertible Preferred Stock and the Common Stock to hold as an investment in the Issuer.The Reporting Person intends to evaluate his holdings in the Issuer on a continuous basis. Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties. Subject to the foregoing, the Reporting Person does not have any plans that 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, reorganization or liquidation, involving the Issuer of any of its subsidiaries;(c)A sale or transfer of a material amount of assets of the Issuer of any of its subsidiaries;(d)Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;(e)Any material changes in the present capitalization or dividend policy of the Issuer;(f)Any other material changes in the Issuer's business or corporate structure;(g)Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which 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 Act; or(j)Any action similar to any of those enumerated above.Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person, through his personal holdings, has beneficial ownership of 14,900,000 Common Shares, which consists of (i) 550,000 shares of Series C Convertible Preferred stock, and (ii) 3,900,000 shares of Common Stock. The percentage of beneficial ownership is approximately 28.45% of the outstanding Common Shares. The percentage was calculated based on (x) 52,378,201 Common Shares outstanding, as disclosed in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Issuer with the Securities and Exchange Commission on March 31, 2025; (y) 11,000,000 Common Shares issuable upon the conversion of 500,000 Series C Shares held by the Reporting Person; and (z) 3,900,000 shares of Common Stock beneficially owned by the Reporting Person.Note: In accordance with Exchange Act Rule 13d-3(c), ownership percentage assumes: (i) the conversion of Series C Convertible Preferred Shares held by the Reporting Person into Common Shares; and (ii) that no other person has converted or exercised securities into the Common Shares. |
| (b) | The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference into this Item 5(b). |
| (c) | On March 17, 2025, the Reporting Person entered into the securities purchase and stockholders agreement with BoltRock Holdings LLC ("BR"), pursuant to which the Reporting Person agreed to sell 250,000 shares of the Issuer's Series C Convertible Preferred Stock for an aggregate purchase price of $2,000,000 ($0.40 per Common Share). The Reporting Person will be entitled to an additional $1,000,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). Series C Shares are convertible on a 1-for-20 basis into Common Shares at any time by the holder. Under the purchase agreement, the Reporting Person has also agreed to cause the Issuer to take, or refrain from taking, certain actions without the consent of BR. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Issuer was domesticated in the State of Wyoming on June 9, 2021. | |
| Item 7. | Material to be Filed as Exhibits. |
Securities Purchase and Stockholders Agreement by and between the Reporting Person and Bolt Rock Holdings LLC, dated March 17, 2025. |
| 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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