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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Newsmax Inc. (Name of Issuer) |
Class B Common Stock, par value $0.001 per share (Title of Class of Securities) |
65250K105 (CUSIP Number) |
Ariel Yehezkel, Esq. Sheppard, Mullin, Richter & Hampton LLP, 30 Rockefeller Plaza New York, NY, 10012-0015 (212) 653-8700 Edward Welch, Esq. Sheppard, Mullin, Richter & Hampton LLP, 30 Rockefeller Plaza New York, NY, 10012-0015 (212) 653-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/28/2025 (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. | 65250K105 |
| 1 |
Name of reporting person
Christopher Ruddy Revocable Trust dated October 12, 2007 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,239,297.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10, and 11: Represents shares of Class A Common Stock. Each share of Class A Common Stock is convertible into one fully paid and nonassessable share of Class B Common Stock at the option of the holder at any time upon written notice to the Issuer. Each share of Class A Common Stock is entitled to ten votes and each share of Class B Common Stock is entitled to one vote. The percentage reported does not reflect the ten for one voting power of the Class A Common Stock because these shares are treated as converted into Class B Common Stock for purposes of this Statement.Row 13: The numerator of this calculation consists of 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons. The denominator of this calculation consists of (i) 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons, treated on an as-converted basis to Class B Common Stock for the purpose of computing the percentage ownership of the Reporting Persons and (ii) 88,949,358 shares of Class B Common Stock outstanding as of March 28, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65250K105 |
| 1 |
Name of reporting person
Christopher Ruddy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,239,297.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10, and 11: Represents shares of Class A Common Stock. Each share of Class A Common Stock is convertible into one fully paid and nonassessable share of Class B Common Stock at the option of the holder at any time upon written notice to the Issuer. Each share of Class A Common Stock is entitled to ten votes, and each share of Class B Common Stock is entitled to one vote. The percentage reported does not reflect the ten for one voting power of the Class A Common Stock because these shares are treated as converted into Class B Common Stock for purposes of this Statement.Row 13: The numerator of this calculation consists of 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons. The denominator of this calculation consists of (i) 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons, treated as converted to Class B Common Stock for the purpose of computing the percentage ownership of the Reporting Persons and (ii) 88,949,358 shares of Class B Common Stock outstanding as of March 28, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Newsmax Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
750 Park of Commerce Drive, Suite 100, Boca Raton,
FLORIDA
, 33487. |
| Item 2. | Identity and Background |
| (a) | This Statement is filed by:(i) The Christopher Ruddy Revocable Trust dated October 12, 2007 (the "Trust");(ii) Christopher Ruddy.The Trust and Christopher Ruddy are referred to collectively as the "Reporting Persons." Mr. Ruddy is the sole trustee of the Trust. |
| (b) | The business address of each Reporting Person is c/o Newsmax Inc., 750 Park of Commerce Drive, Suite 100, Boca Raton, Florida 33487. |
| (c) | The Trust is an estate planning vehicle that makes and holds investments.Mr. Ruddy is principally engaged as the Chief Executive Officer of the Issuer. |
| (d) | Mr. Ruddy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. |
| (e) | During the past five years, Mr. Ruddy 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 he was not or is not 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 Trust is formed under the laws of Florida. Mr. Ruddy is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On April 14, 2024, the Issuer consummated a corporate reorganization, pursuant to which it acquired all of the outstanding shares of Newsmax Media, Inc. ("Newsmax Media"). Pursuant to this transaction, the Reporting Persons exchanged their shares of Newsmax Media for shares of Class A Common Stock of the Issuer. | |
| Item 4. | Purpose of Transaction |
The disclosure provided in Item 3 above is incorporated herein by reference.Mr. Ruddy serves as the Chief Executive Officer and is a member of the Board of Directors of the Issuer and, in such capacity, may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances.The Reporting Person does not have any present plans or proposals which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting Person reserves the right to develop such plans or proposals). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of March 28, 2025, the Reporting Persons beneficially owned 39,239,297 shares of Common Stock, representing approximately 30.6% of the outstanding shares of Common Stock. The numerator of this calculation consists of 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons. The denominator of this calculation consists of (i) 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons, treated on an as-converted basis to Class B Common Stock for the purpose of computing the percentage ownership of the Reporting Person and (ii) 88,949,358 shares of Class B Common Stock outstanding as of March 28, 2025. |
| (b) | The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of March 28, 2025, the Reporting Persons beneficially owned 39,239,297 shares of Common Stock, representing approximately 30.6% of the outstanding shares of Common Stock. The numerator of this calculation consists of 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons. The denominator of this calculation consists of (i) 39,239,297 shares of Class A Common Stock beneficially owned by the Reporting Persons, treated on an as-converted basis to Class B Common Stock for the purpose of computing the percentage ownership of the Reporting Person and (ii) 88,949,358 shares of Class B Common Stock outstanding as of March 28, 2025. |
| (c) | The Reporting Persons have not effected any transactions in the Common Stock in the 60 days prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons 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. | |
| Item 7. | Material to be Filed as Exhibits. |
1.1* Joint Filing Agreement, dated March 31, 2025, between the Christopher Ruddy Revocable Trust dated October 12, 2007 and Christopher Ruddy.1.2 Form of Lock-Up Agreement (Incorporated by reference to Exhibit 6.5 to the Issuer's Offering Statement on Form 1-A filed on March 19, 2025)* Filed herewith. |
| 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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