[SCHEDULE 13G/A] Marex Group plc SEC Filing

Rhea-AI Filing Summary

BioSig Technologies (BSGM) has called a virtual special meeting to seek shareholder approval for several highly dilutive and governance-altering actions tied to its recently closed acquisition of Streamex Exchange Corp.

• Proposal 1: Ratify issuance of ≈109.1 million common shares (plus one Super Voting Preferred share) to Streamex sellers. If approved, Streamex holders would ultimately control 75% of BioSig’s fully-diluted equity; existing investors fall to 25%.
• Proposal 2: Authorize stock underlying convertible debentures to YA II PN, Ltd.
• Proposal 3: Add 10,359,211 shares to the 2023 LTIP (total 14,735,806).
• Proposal 4: Permit issuance of ≥19.99% of outstanding shares under a Standby Equity Purchase Agreement (SEPA) with Yorkville.
• Proposal 5: Increase authorized common shares from 200 million to 500 million.
• Proposal 6: Stagger the board into three classes.

The board unanimously recommends voting “FOR” all proposals. Quorum is one-third of voting power; most items need simple majority of votes cast, but the classified board requires majority of all outstanding shares. Risk disclosure highlights extensive dilution, regulatory uncertainty around Streamex’s gold-tokenization model, and integration challenges. Record date and meeting date remain blank pending SEC clearance.

Positive

• Diversification: Streamex acquisition adds a second operating segment focused on tokenized real-world assets, potentially expanding revenue sources.
• Liquidity backstop: SEPA and Yorkville convertible debentures provide flexible financing options to fund integration and growth.
• Plan expansion: Added LTIP shares may help attract and retain key talent needed to execute new strategy.

Negative

• Severe dilution: Streamex holders will own up to 75% post-approval; authorized shares jump to 500 million.
• Governance entrenchment: Creation of a classified board and one Super Voting Preferred share diminishes minority influence.
• Regulatory uncertainty: Streamex’s gold-tokenization business faces untested securities and commodities oversight.
• Financing overhang: Yorkville debentures and SEPA could introduce continuous selling pressure.
• Execution risk: Integration of a start-up with going-concern doubts into a medical-device company adds complexity and operational strain.

Insights

Securities Analyst

TL;DR: Transaction delivers new business line but hands 75 % control to Streamex, triggers massive dilution, and relies on additional Yorkville financing.

The share issuance, SEPA and debentures could more than triple BioSig’s float, pressuring price and complicating future capital raises. While diversification into tokenized gold may expand TAM, the business is pre-revenue and faces heavy regulatory and liquidity risks. Increasing authorized shares to 500 million and adopting a classified board reduce shareholder leverage going forward. Net impact skews negative for current holders.

Corporate Governance Expert

TL;DR: Proposals shift power from existing investors to new insiders and entrench the board.

The Super Voting Preferred share and staggered board limit accountability. Combined with Yorkville facilities, management gains latitude to issue large blocks without further approval. Shareholders must weigh potential growth against reduced influence and sustained dilution risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Marex Group plc

(Name of Issuer)

Common Stock, par value $0.001551 per share

(Title of Class of Securities)

G5S37H101

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. G5S37H101

1

Names of Reporting Persons

JRJ Investor 1 LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,160,826.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,160,826.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,160,826.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

SCHEDULE 13G

CUSIP No. G5S37H101

1

Names of Reporting Persons

Amphitryon Limited (in liquidation)

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,160,826.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,160,826.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,160,826.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

SCHEDULE 13G

CUSIP No. G5S37H101

1

Names of Reporting Persons

JRJ Group Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,160,826.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,160,826.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,160,826.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

SCHEDULE 13G

CUSIP No. G5S37H101

1

Names of Reporting Persons

Sir Jeremy Isaacs

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,160,826.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,160,826.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,160,826.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

SCHEDULE 13G

CUSIP No. G5S37H101

1

Names of Reporting Persons

Mr. Roger Nagioff

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,160,826.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,160,826.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,160,826.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Marex Group plc
(b)	Address of issuer's principal executive offices: 155 Bishopsgate London, United Kingdom, EC2M 3TQ
Item 2.
(a)	Name of person filing:
(b)	Address or principal business office or, if none, residence:
(c)	Citizenship: (i) JRJ Investor 1 LP ("JRJ Investor 1") 44 Esplanade, St. Helier, JE4 9WG, Jersey Citizenship: Limited partnership organized under the laws of Jersey (ii) Amphitryon Limited (in liquidation) ("Amphitryon Ltd.") 44 Esplanade, St. Helier, JE4 9WG, Jersey Citizenship: Company organized under the laws of Jersey (iii) JRJ Group Limited ("JRJ Group") 44 Esplanade, St. Helier, JE4 9WG, Jersey Citizenship: Company organized under the laws of Jersey (iv) Sir Jeremy Isaacs 44 Esplanade, St. Helier, JE4 9WG, Jersey Citizenship: British Citizen (v) Mr. Roger Nagioff 44 Esplanade, St. Helier, JE4 9WG, Jersey Citizenship: British Citizen
(d)	Title of class of securities: Common Stock, par value $0.001551 per share
(e)	CUSIP No.: G5S37H101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of July 24, 2025, Amphitryon Ltd. directly held 7,160,826 Shares. JRJ Investor 1 is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 is indirectly controlled by JRJ Group, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the Shares held directly by Amphitryon Ltd.
(b)	Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on 71,699,922 Shares outstanding as of June 30, 2025, which excludes 1,199,156 Ordinary Shares that were held by the Company's employee benefit trust, based on information provided by the Issuer to the Reporting Persons.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 7,160,826
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 7,160,826
Item 5.	Ownership of 5 Percent or Less of a Class.
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:
	Not Applicable

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.

JRJ Investor 1 LP

Signature:	/s/ Nigel Crocker
Name/Title:	Nigel Crocker / Director
Date:	07/24/2025

Amphitryon Limited (in liquidation)

Signature:	/s/ Jacques van Oorschot
Name/Title:	Jacques van Oorschot / Director
Date:	07/24/2025

JRJ Group Limited

Signature:	/s/ Nigel Crocker
Name/Title:	Nigel Crocker / Director
Date:	07/24/2025

Sir Jeremy Isaacs

Signature:	/s/ Jeremy Isaacs
Name/Title:	Jeremy Isaacs
Date:	07/24/2025

Mr. Roger Nagioff

Signature:	/s/ Roger Nagioff
Name/Title:	Roger Nagioff
Date:	07/24/2025

Comments accompanying signature: JRJ JERSEY LIMITED, AS GENERAL PARTNER OF JRJ INVESTOR 1 LP

FAQ

Why is BioSig (BSGM) issuing 109 million shares?

Those shares, plus one Super Voting Preferred share, constitute the purchase consideration for Streamex under Proposal 1.

How much will existing BSGM shareholders be diluted if all proposals pass?

Legacy holders drop to about 25% ownership; Streamex sellers capture roughly 75% of fully-diluted equity.

What change is proposed for BioSig’s authorized share count?

Proposal 5 seeks to raise the cap from 200 million to 500 million common shares.

What is the purpose of the SEPA with Yorkville?

Proposal 4 allows BioSig to sell up to 19.99% of outstanding stock to Yorkville as a standby equity source.

How will the board structure change?

Proposal 6 classifies directors into three staggered classes, each serving three-year terms, making board turnover more gradual.

Does the filing discuss specific financial results or earnings?

No; the preliminary proxy focuses on share issuances, governance changes and risk factors, not current earnings performance.