Page 7 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Pacific Grove International Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
| 8 | SHARED VOTING POWER 1,060,850 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 1,060,850 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,060,850 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock Shares, $0.00001 par value per share, and exercisable Warrants of Common Stock Shares (collectively the “Shares”), of Monaker Group, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2690 Weston Road, Suite 200, Weston, FL 33331.
| Item 2. | Identity and Background. |
(a) This statement is filed by:
| | (i) | Robert James Mendola, Jr. (“Mr. Mendola”), who serves as a Manager of Pacific Grove Capital LLC, Pacific Grove Capital GP LLC, and the portfolio manager of Pacific Grove Master Fund LP and Pacific Grove International Ltd.; |
| | (ii) | Pacific Grove Capital LP, a Delaware limited partnership (“PGC”); |
| | (iii) | Pacific Grove Capital LLC, a Delaware limited liability company (“LLC”); |
| | (iv) | Pacific Grove Capital GP LLC, a Delaware limited liability company (“GP”); |
| | (v) | Pacific Grove Master Fund LP, a Cayman Islands limited partnership (“Master Fund”); |
| | (vi) | Pacific Grove International Ltd., a Cayman Islands limited company (“Fund”). |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 7. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D, but not as members of a group, and each disclaims membership in a group.
(b) The address of the principal office of each of the Reporting Persons (with the exception of the Master Fund and Fund) is 580 California Street, Suite 1925, San Francisco, CA 94104. The principal business office of the Master Fund and Fund is located at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.
(c) The principal business of the Master Fund is investing in Securities. The principal business of the Fund is investing indirectly in securities through the Master Fund. The principal business of GP is serving as the general partner of the Master Fund and Fund. The principal business of PGC is managing investments in securities and serving as the investment adviser of the Master Fund and Fund. The principal business of LLC is serving as the general partner of PGC. The principal occupation of Mr. Mendola is serving as the Manager of LLC, GP, and portfolio manager of the Master Fund and Fund.
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