| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Great Elm Group, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3801 PGA Boulevard, Suite 603, Palm Beach Gardens,
FLORIDA
, 33410. |
Item 1 Comment:
Explanatory Note: This Amendment No. 14 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to the common stock, par value $0.001 per share (the "Common Stock"), of Great Elm Group, Inc. (the "Issuer") filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on May 6, 2019, as amended by:
* Amendment No. 1 to the Initial 13D filed on March 3, 2020;
* Amendment No. 2 to the Initial 13D filed on May 21, 2021;
* Amendment No. 3 to the Initial 13D filed on May 11, 2022;
* Amendment No. 4 to the Initial 13D filed on June 13, 2022;
* Amendment No. 5 to the Initial 13D filed on September 30, 2022;
* Amendment No. 6 to the Initial 13D filed on December 27, 2022;
* Amendment No. 7 to the Initial 13D filed on January 5, 2023;
* Amendment No. 8 to the Initial 13D filed on January 10, 2023;
* Amendment No. 9 to the Initial 13D filed on May 15, 2023;
* Amendment No. 10 to the Initial 13D filed on June 7, 2023;
* Amendment No. 11 to the Initial 13D filed on June 20, 2023;
* Amendment No. 12 to the Initial 13D filed on October 29, 2024; and
* Amendment No. 13 to the Initial 13D filed on December 3, 2024 (as so amended, the "Schedule 13D"), amends and supplements certain of the items set forth in the Schedule 13D.
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| Item 2. | Identity and Background |
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| (a) | Item 2 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is being filed jointly and on behalf of the following persons:
The term "Reporting Persons" collectively refers to:
* Imperial Capital Asset Management, LLC ("ICAM"), a Delaware limited liability company (formerly known as ICAM Holdings, LLC);
* Long Ball Partners LLC ("Long Ball"), a Delaware limited liability company;
* Imperial Capital Group Holdings II, LLC ("ICGH2"), a Delaware limited liability company; and
* Jason Reese, a citizen of the United States of America, the Chief Executive Officer of the Issuer and the Chairman of the board of directors of the Issuer.
For the information required for this Item 2 by Instruction C to Schedule 13D with respect to the persons controlling ICAM, Long Ball and ICGH2 (collectively, the "Covered Persons"), reference is made to Schedule A annexed hereto and incorporated herein by reference.
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| (b) | The business address of each Reporting Person and Covered Person is 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, Florida 33410. |
| (c) | ICAM's principal business is acting as the managing member to various investment vehicles.
Long Ball is a private fund and its principal business is buying, selling and trading in securities and other investment products pursuant to the investment objective and strategies described in its confidential offering memorandum and/or operating agreement.
ICGH2 is a private fund and its principal business is buying, selling and trading in securities and other investment products.
The principal occupation of Mr. Reese is acting as the Chairman and Chief Executive Officer of ICAM, and the Chairman and Chief Executive Officer of the Issuer.
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| (d) | During the last five years, none of the Reporting Persons nor any of the Covered Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons nor any of the Covered Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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 violation with respect to such laws. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby supplemented as follows:
As of the date of this Amendment, Long Ball is the holder of an aggregate principal amount of $8,333,667.00 of the Issuer's 5.0% Convertible Senior PIK Notes Due 2030 (the "PIK Notes"). The PIK Notes are convertible into Common Stock. On September 8, 2025, Long Ball entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until November 10, 2026 (the "Forbearance End Date"). The Forbearance End Date may be extended by Long Ball with the prior written consent of the Issuer. As of the date of this Amendment, if the Forbearance Agreement were not in place, the PIK Notes would be convertible into 2,400,111 shares of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion of the PIK Notes will not be deemed to be beneficially owned by ICAM, Long Ball, ICGH2 or Jason Reese.
The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days' prior written notice to the Issuer.
The Forbearance Agreement supplements the prior forbearance agreements Long Ball entered into with the Issuer dated June 16, 2023 and October 25, 2024.
The foregoing description of the Forbearance Agreement is qualified in its entirety by reference to the Forbearance Agreement, which is filed as Exhibit 99.11 to this Amendment and is incorporated herein by reference.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended as follows:
(a) & (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are based on 32,996,787shares of Common Stock outstanding, consisting of (i) 28,996,787 shares of Common Stock outstanding as of August 26, 2025 as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on September 2, 2025 and (ii) an additional 4,000,000 shares of Common Stock issued on August 27, 2025 as disclosed in the Issuer's Form 8-K filed with the SEC on August 27, 2025.
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| (c) | Not applicable. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is supplemented as follows:
The Information in Item 4 of this Amendment is incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is supplemented as follows:
Exhibit No. Description
99.11 Letter Agreement, dated September 8, 2025, by and between Long Ball Partners, LLC and Great Elm Group, Inc.
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