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"
- Peter Lynch
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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
(Amendment No. 1)*
|
Blackboxstocks Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
09229E303 (CUSIP Number) |
Catherine DeFrancesco 2300 E Las Olas Blvd, Floor 4, Ft. Lauderdale, FL, 33301 954-914-8869 Copy to: Richard Raymer Dorsey & Whitney LLP, 66 Wellington St. W, Suite 3400 Toronto, A6, M5K 1E6 416-367-7388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/23/2025 (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. | 09229E303 |
| 1 |
Name of reporting person
Quadrifoglio Holdings LLC | ||||||||
| 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)
WC | ||||||||
| 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
172,817.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 09229E303 |
| 1 |
Name of reporting person
DeFrancesco Catherine Johanna | ||||||||
| 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)
WC | ||||||||
| 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
172,817.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 09229E303 |
| 1 |
Name of reporting person
Chiu Derrick | ||||||||
| 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)
WC | ||||||||
| 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
172,817.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Blackboxstocks Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5430 LBJ Freeway, Suite 1485, Dallas,
TEXAS
, 75240. | |
Item 1 Comment:
This Amendment No. 1 amends and supplements the Schedule 13D that was originally filed by the Reporting Persons with the Securities and Exchange Commission on October 23, 2024 (the "Original Schedule 13D"). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons sold an aggregate of 114,613 Shares between May 13, 2025, and June 6, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented with the following: The information set forth in Item 4 of this Amendment and the cover pages of this Amendment is hereby incorporated by reference into this Item 5. Items 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference. As of the date of this Amendment, the Reporting Persons beneficially own an aggregate of 172,817 Shares, which represents approximately 4.8% of the outstanding Shares (based on the number of Shares outstanding as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025). | |
| (b) | 172,817 | |
| (c) | The Reporting Persons disposed of 114,683 Shares of the Issuer in the open market as detailed below: Trade Date Buy/Sell No. of Shares Price in USD 5/13/2025 Sell 7,581 $3.50 5/14/2025 Sell 623 $3.50 5/15/2025 Sell 1,796 $3.50 5/16/2025 Sell 3,481 $3.60 5/22/2025 Sell 6,000 $3.60 5/22/2025 Sell 519 $3.61 5/22/2025 Sell 6,586 $3.70 5/23/2025 Sell 3,000 $3.70 5/23/2025 Sell 414 $3.71 5/23/2025 Sell 5,000 $3.801 5/23/2025 Sell 5,000 $3.092 5/27/2025 Sell 3,683 $4.07 5/29/2025 Sell 3,100 $4.07 6/04/2025 Sell 17,900 $4.07 6/05/2025 Sell 10,000 $4.38 6/06/2025 Sell 20,000 $5.03 6/06/2025 Sell 20,000 $4.82 | |
| (d) | N/A | |
| (e) | As of May 23, 2025, as described in this Item 5 and Item 4 above, each of the Reporting Persons has ceased to be the beneficial owner of more than 5% of the Issuer's Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons and the Reporting Persons as a group. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
N/A | ||
| 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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