Murano discloses 5.28% Newton Golf (NASDAQ: NWTG) ownership stake

Rhea-AI Filing Summary

Newton Golf Company, Inc. received a Schedule 13G reporting that investment entities affiliated with Murano have crossed the 5% ownership threshold in its common stock. Murano Capital Partners LP reports beneficial ownership of 243,100 shares, while Murano Group LLC, as investment manager, reports the same 243,100 shares with shared voting and dispositive power. Clifford Jay Thomson, managing member of Murano Group LLC, reports beneficial ownership of 251,100 shares, or 5.28% of the common stock, including 8,000 shares over which he has sole voting and dispositive power, and disclaims beneficial ownership of the fund-held shares. The percentages are based on 4,752,463 shares outstanding as of November 10, 2025. The filing certifies that the securities are held without the purpose or effect of changing or influencing control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Newton Golf Company, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78577G301

(CUSIP Number)

01/14/2026

(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. 78577G301

1

Names of Reporting Persons

Murano Capital Partners 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 243,100.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 243,100.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

243,100.00

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)

5.12 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Row 11: Based on a total of 4,752,463 shares outstanding of the Issuer as of November 10, 2025, as set forth in the Issuer's more recent Form 10-Q, filed November 13, 2025.

SCHEDULE 13G

CUSIP No. 78577G301

1

Names of Reporting Persons

Murano Group LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 243,100.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 243,100.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

243,100.00

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)

5.12 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Row 6, 8 and 9: Murano Group LLC is the investment manager of Murano Capital Partners LP (the "Fund") in which such shares referred to above are held. As a result, Murano Group LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Murano Group LLC disclaims beneficial ownership of any of the shares held by the Fund. Row 11: Based on a total of 4,752,463 shares outstanding of the Issuer as of November 10, 2025, as set forth in the Issuer's more recent Form 10-Q, filed November 13, 2025.

SCHEDULE 13G

CUSIP No. 78577G301

1

Names of Reporting Persons

Clifford Jay Thomson

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 STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,000.00
6	Shared Voting Power 243,100.00
7	Sole Dispositive Power 8,000.00
8	Shared Dispositive Power 243,100.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

251,100.00

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)

5.28 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Row 6 and 8: Mr. Thomson is the managing member of Murano Group LLC, the investment manager of the Fund. As a result, Mr. Thomson possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Mr. Thomson disclaims beneficial ownership of any of the shares held by the Fund. Row 11: Based on a total of 4,752,463 shares outstanding of the Issuer as of November 10, 2025, as set forth in the Issuer's more recent Form 10-Q, filed November 13, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Newton Golf Company, Inc.
(b)	Address of issuer's principal executive offices: 511 Calle San Pablo Camarillo, CA, 93012
Item 2.
(a)	Name of person filing: Murano Capital Partners, LP, Murano Group LLC, Clifford Jay Thomson
(b)	Address or principal business office or, if none, residence: 600 California Street, 11th Floor, San Francisco, CA 94126
(c)	Citizenship: Murano Capital Partners LP is a Delaware Limited Partnership. Murano Group LLC is a Delaware Limited Liability Company. Clifford Jay Thomson is a citizen of the United States.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 78577G301
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: Aggregate of all Reporting Persons: 251,100 Murano Capital Partners LP - 243,100 Murano Group LLC - 243,100 Clifford Jay Thomson - 251,100* *Mr. Thomson is the managing member of Murano Group LLC, the investment manager of the Fund. As a result, Mr. Thomson possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Mr. Thomson disclaims beneficial ownership of any of the shares held by the Fund.
(b)	Percent of class: Aggregate of all Reporting Persons: 5.28% Murano Capital Partners LP - 5.12% Murano Group LLC - 5.12% Clifford Jay Thomson - 5.28%* *Mr. Thomson is the managing member of Murano Group LLC, the investment manager of the Fund. As a result, Mr. Thomson possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Mr. Thomson disclaims beneficial ownership of any of the shares held by the Fund.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Murano Capital Partners LP - 0 Murano Group LLC - 0 Clifford Jay Thomson - 8,000
	(ii) Shared power to vote or to direct the vote: Murano Capital Partners LP - 243,100 Murano Group LLC - 243,100 Clifford Jay Thomson - 243,100
	(iii) Sole power to dispose or to direct the disposition of: Murano Capital Partners LP - 0 Murano Group LLC - 0 Clifford Jay Thomson - 8,000
	(iv) Shared power to dispose or to direct the disposition of: Murano Capital Partners LP - 243,100 Murano Group LLC - 243,100 Clifford Jay Thomson - 243,100
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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 ?? 240.14a-11.

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.

Murano Capital Partners LP

Signature:	Clifford Jay Thomson
Name/Title:	Clifford Jay Thomson, Managing Member of Murano Group LLC, the General Partner of Murano Capital Partners LP
Date:	01/14/2026

Murano Group LLC

Signature:	Clifford Jay Thomson
Name/Title:	Clifford Jay Thomson, Managing Member
Date:	01/14/2026

Clifford Jay Thomson

Signature:	Clifford Jay Thomson
Name/Title:	Clifford Jay Thomson
Date:	01/14/2026

FAQ

Who filed the Schedule 13G for Newton Golf Company (NWTG)?

The Schedule 13G was filed by Murano Capital Partners LP, Murano Group LLC, and Clifford Jay Thomson, who is the managing member of Murano Group LLC.

How many Newton Golf (NWTG) shares do the Murano entities and Clifford Jay Thomson beneficially own?

The filing reports that Murano Capital Partners LP and Murano Group LLC each beneficially own 243,100 shares of Newton Golf common stock, and Clifford Jay Thomson beneficially owns 251,100 shares in total.

What percentage of Newton Golf’s common stock is reported as owned on this Schedule 13G?

The filing states that the aggregate amount beneficially owned by all reporting persons represents 5.28% of Newton Golf’s common stock, with Murano Capital Partners LP and Murano Group LLC each at 5.12%.

On what share count is the reported Newton Golf (NWTG) ownership percentage based?

The reported ownership percentages are based on 4,752,463 Newton Golf common shares outstanding as of November 10, 2025, as referenced from the company’s Form 10-Q filed November 13, 2025.

Does Clifford Jay Thomson claim full beneficial ownership of all Murano-held Newton Golf shares?

No. The filing explains that while Clifford Jay Thomson, as managing member of Murano Group LLC, has the power to vote and dispose of shares held by the fund, he disclaims beneficial ownership of those fund-held shares.

Is the Murano stake in Newton Golf (NWTG) described as a passive investment?

Yes. The certification states that the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Newton Golf, consistent with a passive investment under Schedule 13G.

What voting and dispositive powers are reported over Newton Golf shares?

Murano Capital Partners LP and Murano Group LLC each report shared voting and dispositive power over 243,100 shares and no sole power. Clifford Jay Thomson reports sole power over 8,000 shares and shared power over 243,100 shares.