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 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Newsmax Inc. (Name of Issuer) |
Class B Common Stock, $0.001 par value per share (Title of Class of Securities) |
65250K105 (CUSIP Number) |
03/28/2025 (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)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
Naples Investment Holdco LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
Heritage Investments Limited Partnership | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
Heritage GP Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
Heritage Investment Holdings Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
GTCS Directors Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
GTCS Nominees Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 65250K105 |
| 1 | Names of Reporting Persons
Sheikh Sultan bin Jassim Al-Thani | ||||||||
| 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
QATAR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,737,553.00 | ||||||||
| 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)
22.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percent ownership calculated is based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Newsmax Inc. | |
| (b) | Address of issuer's principal executive offices:
750 Park of Commerce Drive, Suite 100, Boca Raton, Florida, 33487 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Naples Investment Holdco LLC ("Naples Holdco"), Heritage Investments Limited Partnership ("Heritage Investments LP"), Heritage GP Limited ("Heritage GP"), Heritage Investment Holdings Limited ("Holdings Limited"), GTCS Directors Limited ("GTCS Directors"), GTCS Nominees Limited ("GTCS Nominee"), His Excellency Sheikh Sultan bin Jassim Al-Thani ("H.E. Sheikh Sultan" and, collectively with Naples Holdco, Heritage Investments LP, Heritage GP, Holdings Limited, GTCS Directors, GTCS Nominee, the "Reporting Persons") with respect to the 19,737,553 Class B Shares owned directly by Naples Holdco. Heritage Investments LP is the sole member of Naples Holdco. Heritage GP is the general partner of Heritage Investments LP. Holdings Limited serves as the sole director of Heritage GP. GTCS Directors serves as the sole director of Holdings Limited and Heritage Holdings Bare Trust ("Heritage Trust") is the sole member of Holdings Limited. GTCS Nominee serves as trustee of the Heritage Trust. H.E. Sheikh Sultan is the sole beneficiary of the Heritage Trust. Each of the Reporting Persons may be deemed to share beneficial ownership of the Class B Shares. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 13a St George Street, London, United Kingdom, W1S 2FQ. | |
| (c) | Citizenship:
1. Naples Holdco is a Delaware limited liability company. 2. Heritage Investments LP is a Cayman Islands exempted limited partnership. 3. Heritage GP is a Cayman Islands exempted company. 4. Holdings Limited is a Cayman Islands exempted company. 5. GTCS Directors is a Cayman Islands exempted company. 6. GTCS Nominee is a Cayman Islands exempted company. 7. H.E. Sheikh Sultan is a citizen of Qatar. | |
| (d) | Title of class of securities:
Class B Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
65250K105 | |
| 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);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (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);
| |
| (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:
19,737,553 | |
| (b) | Percent of class:
22.2%, based on a total of 88,949,358 Class B Shares outstanding as of April 3, 2025, as reported in the registration statement on Form S-1 filed by the Issuer with the U.S. Securities and Exchange Commission on April 4, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
19,737,553 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
19,737,553 | ||
| 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. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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: See Exhibit 1 - Joint Filing Agreement