Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G/A

Amendment No. 3

 

Under the Securities Exchange Act of 1934

 

American International Holdings Corp.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

02687R106

(CUSIP Number)

December 31, 2023

(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)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (the “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).

 

 

 

 

 

CUSIP No. 02687R106

13G/A

Page 2 of 5 Pages

 

1	NAME OF REPORTING PERSONS
	L1 Capital Global Opportunities Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(a)  ☐
	(b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		5	SOLE VOTING POWER
			1,273,461 shares of Common Stock(1)
NUMBER OF		6	SHARED VOTING POWER
SHARES
BENEFICIALLY			0
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH			1,273,461  shares of Common Stock(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,273,461 shares of Common Stock(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1%(1)(2)
12	TYPE OF REPORTING PERSON
	FI

 

(1)

Represents 220,781 shares outstanding of common stock and 1,016,680 shares of common stock issuable upon partial conversion of a 6% original issue discount secured convertible note. Excludes additional shares of common stock issuable upon conversion of the convertible note due to a 9.99% beneficial ownership blocker provision and excludes shares of common stock issuable upon exercise of a common stock purchase warrant. The warrant is subject to 9.99% beneficial ownership limitation.

(2)

Based on 195,000,000 shares of common stock reported to be outstanding as of July 12, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on July 13, 2023.

 

 

CUSIP No. 02687R106

13G/A

Page 3 of 5 Pages

 

Item 1. Security and Issuer.

 

(a)

Name of Issuer:

 

American International Holdings Corp.

(b)

Address of Issuer:

 

205S Bailey Street, Electra, Texas 76360

 

Item 2. Identity and Background.

 

(a)	Name of Person Filing:
	L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address of Principal Business Office or, if none, Residence:
	161A Shedden Road, 1 Artillery Court PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship or Place of Organization:
	Cayman Islands
(d)	Title of Class of Securities:
	Common Stock, $0.0001 par value
(e)	CUSIP Number:
	02687R106

 

Item 3.

 

Not applicable.

 

 

 

CUSIP No.02687R106

13G/A

Page 4 of 5 Pages

 

Item 4. Ownership.

 

(a)-(c)

The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference.

 

The percentage set forth on Row (11) of the cover page for the reporting person is based on 195,000,000 shares of common stock reported to be outstanding as of July 12, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on July 13, 2023.

 

David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund Ltd. As such, L1 Capital Global Opportunities Master Fund Ltd,  Mr. Feldman and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 1,273,461 shares of Common Stock. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such shares, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.

 

(d)

The reporting person is a beneficial owner of 1,273,461 shares of Common Stock.  The total number of shares of common stock owned by the reporting person includes 220,781 shares outstanding of common stock and 1,016,680 shares of common stock issuable upon partial conversion of a 6% original issue discount secured convertible note. Excludes additional shares of common stock issuable upon conversion of the convertible note due to a 9.99% beneficial ownership blocker provision and excludes shares of common stock issuable upon exercise of a common stock purchase warrant. The warrant is subject to 9.99% beneficial ownership limitation.

 

Item 5.

Ownership of 5 Percent or Less of a Class.   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ

 

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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

 

 

 

CUSIP No. 02687R106

13G/A

Page 5 of 5 Pages

 

SIGNATURES

 

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.

 

	By:	L1 Capital Global Opportunities Master Fund Ltd.
February 9, 2024	By:	/s/ David Feldman
		David Feldman, Director