Sec Form 3 Filing - Naples Investment Holdco LLC @ Newsmax Inc. - 2025-03-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Naples Investment Holdco LLC
2. Issuer Name and Ticker or Trading Symbol
Newsmax Inc. [ NMAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
13A ST GEORGE STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/28/2025
(Street)
LONDON, X0W1S 2FQ
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 19,737,553 D ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Naples Investment Holdco LLC
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
Heritage Investments Limited Partnership
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
Heritage GP Ltd
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
Heritage Investment Holdings Ltd
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
GTCS Directors Ltd
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
GTCS Nominees Ltd
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
bin Jassim Al-Thani Sheikh Sultan
13A ST GEORGE STREET
LONDON, X0W1S 2FQ
X
Signatures
/s/ Leslie Brault, Attorney-in-fact, Naples Investment Holdco LLC 05/01/2025
Signature of Reporting Person Date
/s/ Leslie Brault, Attorney-in-fact, Heritage Investments Limited Partnership 05/01/2025
Signature of Reporting Person Date
/s/ Leslie Brault, Attorney-in-fact, Heritage GP Limited 05/01/2025
Signature of Reporting Person Date
/s/ Leslie Brault, Attorney-in-fact, Heritage Investment Holdings Limited 05/01/2025
Signature of Reporting Person Date
/s/ Leslie Brault, Attorney-in-fact, GTCS Directors Limited 05/01/2025
Signature of Reporting Person Date
/s/ Leslie Brault, Attorney-in-fact, GTCS Nominees Limited 05/01/2025
Signature of Reporting Person Date
/s/ Leslie Brault, Attorney-in-fact, Sheikh Sultan bin Jassim Al-Thani 05/01/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are owned directly by Naples Investment Holdco LLC ("Holdco"), a Delaware limited liability company. Heritage Investments Limited Partnership ("Heritage Investments LP") is the sole member of Holdco. Heritage GP Limited ("Heritage GP") is the general partner of Heritage Investments LP. Heritage Investment Holdings Limited ("Holdings Limited") serves as the sole director of Heritage GP. GTCS Directors Limited ("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 Nominees Limited ("GTCS Nominee") serves as trustee of the Heritage Trust, and Sheikh Sultan bin Jassim Al-Thani is the sole beneficiary of the Heritage Trust. Each of the Reporting Persons may be deemed to share beneficial ownership of the reported securities.

Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit Index: 24 Powers of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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