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
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
BONK, INC. (Name of Issuer) |
Common Stock $0.001 par value per share (Title of Class of Securities) |
48208F105 (CUSIP Number) |
Jarrett Boon 18801 N Thompson Peak Pkwy Ste 380,, Scottsdale, AZ, 85255 (561) 244-7100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/21/2025 (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
|
| CUSIP No. | 48208F105 |
| 1 |
Name of reporting person
LUCKY DOG HOLDINGS | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,592,888.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Lucky Dog Holdings ("LDH") is an exempted company incorporated in the Cayman Islands, and has acquired 135,000 shares of Series C Convertible Preferred Stock, of which 46042 shares can be converted, with the remaining 107,519 shares convertible following stockholder approval. With respect to 9 (Sole Dispositive Power) above, 42,592,888 reflects common stock which would result from conversion of 46,042 shares of Series C Preferred Stock held by LDH. With respect to 13 (Percent of class represented by amount in Row (11)) above, 19.2%, please note that LDH has acquired additional shares of Series C Convertible Preferred Stock which will and be convertible into Common Stock of the Issuer following stockholder approval of the issuance of such shares.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock $0.001 par value per share |
| (b) | Name of Issuer:
BONK, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
1061 E. Indiantown Rd., STE. 110, Jupiter,
FLORIDA
, 33477. |
| Item 2. | Identity and Background |
| (a) |
This Schedule 13D is being filed by Lucky Dog Holdings, an exempted company incorporated in the Cayman Islands, with respect to shares of Common Stock. |
| (b) | Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. |
| (c) | Not applicable. |
| (d) | The Reporting Person has not, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is 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 violations with respect to such laws. |
| (f) | Lucky Dog Holdings is an exempted company incorporated in the Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
LDH used $25,000,000 of BONK tokens as consideration to purchase 35,0000 shares of Series C Preferred Stock pursuant to that certain Securities Purchase Agreement dated August 8, 2025 by and between Issuer and LDH ("Securities Purchase Agreement"). Additionally, pursuant to that certain Revenue Sharing Agreement dated August 8, 2025 by and between Issuer and LDH ("Revenue Sharing Agreement"), LDH acquired 100,000 Series C Convertible Preferred Stock in exchange for an amount equal to ten percent (10%) of all of the gross revenue of LETSBONK. The information set forth in or incorporated by reference into Items 4, 5 and 6 of this 13D is hereby incorporated by reference in its entirety into this Item 3. | |
| Item 4. | Purpose of Transaction |
Subject to the stockholder consent of the Issuer, LDH will acquire a controlling interest in the Issuer pursuant to the Securities Purchase Agreement and Revenue Sharing Agreement. LDH, as a Series C Convertible Preferred Stock has the right to elect 50% of the directors of the Issuer and will work cooperatively with the existing Board to appoint an additional independent director. Except as described in this Schedule 13D, LDH does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, LDH, at any time and from time to time, may review, reconsider and change its position and/or change its purpose. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the close of business on August 14, 2025, LDH owned 135,000 shares of Series C Convertible Preferred Stock of the Issuer with a stated value of $1,000 per share, convertible into Common Stock at a price per share equal to $1.081. Of the 135,000 shares of Series C Convertible Preferred Stock held by LDH 46,042 currently can be converted to Common Stock, with the remaining 107,519 shares convertible into Common Stock following stockholder approval. |
| (b) | See Item 2(a) above which is incorporated here by reference. |
| (c) | Other than the acquisition of the shares reported herein, as described under Item 3, LDH has not effected any transaction in any shares (including Series C Convertible Preferred Stock or Common Stock) of the Issuer in the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Securities Purchase Agreement, Revenue Sharing Agreement, and Certificate of Designation referenced in Item 7 and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
The information required by this Item is incorporated by reference to the Issuer's: a. Form 8-K (File no. 001-39569) as filed with the SEC on August 19, 2025. Specifically, such information is set forth under "Exhibit 3.1 -- Certificate of Designation". The incorporated filing is available on EDGAR at the following hyperlink: http://www.sec.gov/Archives/edgar/data/1760903/000164117225024802/ex3-1.htm b. Form 8-K (File no. 001-39569) as filed with the SEC on August 14, 2025. Specifically, such information is set forth under "Exhibit 10.1 -- Securities Purchase Agreement". The incorporated filing is available on EDGAR at the following hyperlink: http://www.sec.gov/Archives/edgar/data/1760903/000164117225023647/ex10-1.htm c. Form 8-K (File no. 001-39569) as filed with the SEC on August 14, 2025. Specifically, such information is set forth under "Exhibit 10.2 -- Revenue Sharing Agreement". The incorporated filing is available on EDGAR at the following hyperlink: http://www.sec.gov/Archives/edgar/data/1760903/000164117225023647/ex10-2.htm |
| 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.
|
|
|