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 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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ENERGIZER HOLDINGS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
29272W109 (CUSIP Number) |
06/30/2025 (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)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 29272W109 |
| 1 | Names of Reporting Persons
Aqua Capital, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Aqua Capital, Ltd. is the direct holder of the Energizer Holdings, Inc. shares of Common Stock and has direct beneficial ownership of the stock. (2) Aqua Capital, Ltd. is a British Virgin Islands company.
SCHEDULE 13G
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| CUSIP No. | 29272W109 |
| 1 | Names of Reporting Persons
Durango Capital, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (3) Durango Capital, Ltd. is the sole shareholder of Aqua Capital, Ltd. Durango Capital, Ltd. is owned 50% by The Apollo Trust (established under the laws of Bermuda) and 50% by The Minerva Trust (established under the laws of Bermuda). (4) Durango Capital, Ltd. is a British Virgin Islands company.
SCHEDULE 13G
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| CUSIP No. | 29272W109 |
| 1 | Names of Reporting Persons
Fundacion Omerinta | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (5) Fundacion Omerinta is the Protector of each of The Apollo Trust and The Minerva Trust. As the Protector, Fundacion Omerinta controls the appointment of the trustees of The Apollo Trust and The Minerva Trust, which are the only shareholders of Durango Capital, Ltd., the sole shareholder of Aqua Capital, Ltd. (6) Fundacion Omerinta is a Panamanian Private Interest Foundation.
SCHEDULE 13G
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| CUSIP No. | 29272W109 |
| 1 | Names of Reporting Persons
Brinza International Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BELIZE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (7) Brinza International Corp. is the Founder and sole member of the Foundation Council (which acts like a board of directors) of Fundacion Omerinta. (8) Brinza International Corp. is a company organized in Belize.
SCHEDULE 13G
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| CUSIP No. | 29272W109 |
| 1 | Names of Reporting Persons
Fundacion Barniz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (9) Fundacion Barniz is the sole shareholder of Brinza International Corp. (10) Fundacion Barniz is a Panamanian Private Interest Foundation.
SCHEDULE 13G
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| CUSIP No. | 29272W109 |
| 1 | Names of Reporting Persons
Diez Ramirez Alfredo Jose | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
COLOMBIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (11) Alfredo Jose Diez Ramirez is the Founder and Protector of Fundacion Barniz and the sole director and president of Durango Capital, Ltd. EXPLANATORY NOTE Aqua Capital, Ltd. ("Aqua") is the direct holder of the shares of Energizer Holdings, Inc. Common Stock. The following is a brief summary of the organizational structure of the Reporting Persons: 1. Aqua is a British Virgin Islands company. Aqua is wholly owned by Durango Capital, Ltd. ("Durango"). 2. Durango is a British Virgin Islands company. Its sole director is Alfredo Jose Diez Ramirez. Durango is owned 50% by The Apollo Trust ("The Apollo Trust") and 50% by The Minerva Trust ("The Minerva Trust"). 3. The Apollo Trust is established under the laws of Bermuda. Its Settlor is Alfredo Jose Diez Ramirez. Its Protector is Fundacion Omerinta (
"Omerinta"). 4. The Minerva Trust is established under the laws of Bermuda. Its Protector is Omerinta. 5. Omerinta is a Panamanian Private Interest Foundation. Omerinta has a Foundation Council which operates like a board of directors. The sole member of the Foundation Council is Brinza International Corp. ("Brinza"), which is also the Founder. The Founder's powers are akin to those of an owner. The Foundation Council was also appointed by the Founder. 6. Brinza is a company organized in Belize. Brinza is wholly owned by Fundacion Barniz ("Barniz"). 7. Barniz is a Panamanian Private Interest Foundation. The primary beneficiary, the Protector and the Founder of Barniz is Alfredo Jose Diez Ramirez.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
ENERGIZER HOLDINGS, INC. | |
| (b) | Address of issuer's principal executive offices:
8235 Forsyth Blvd., Suite 100, Clayton, Missouri, 63105 | |
| Item 2. | ||
| (a) | Name of person filing:
The statement is being filed by: (i) Aqua Capital, Ltd., a British Virgin Islands company; (ii) Durango Capital, Ltd., a British Virgin Islands company; (iii) Fundacion Omerinta, a Panamanian Private Interest Foundation; (iv) Brinza International Corp., a company organized in Belize; (v) Fundacion Barniz, a Panamanian Private Interest Foundation; and (vi) Alfredo Jose Diez Ramirez. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: Aqua Capital Ltd. Tortola Pier Park, Building l, Second Floor Wickhams Cay 1 Road Town, Tortola British Virgin Islands Durango Capital, Ltd. Tortola Pier Park, Building l Second Floor Wickhams Cay 1 Road Town, Tortola British Virgin Islands Fundacion Omerinta Calle Aquilino de la Guardia, No. 8 Edificio IGRA Panama Republica de Panama Brinza International Corp. 60 Market Square Belize City, Belize Fundacion Barniz Calle Aquilino de la Guardia, No. 8 Edificio IGRA Panama Republica de Panama Alfredo Jose Diez Ramirez Edificio Los Rincones Calle 4 #3915 Apt.101 Medellin, Republica de Colombia | |
| (c) | Citizenship:
See response to Item 4 on each of the cover pages. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
29272W109 | |
| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | 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 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See response to Item 2(a) above. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Comments accompanying signature: 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).