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LDH Buys 135,000 Series C Preferred in Safety Shot (SHOT) Using BONK Tokens

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Lucky Dog Holdings (LDH) disclosed a Schedule 13D reporting its acquisition of Series C Convertible Preferred Stock of Safety Shot, Inc. (SHOT). LDH paid 25,000,000 BONK tokens for 35,000 Series C preferred shares under a Securities Purchase Agreement and acquired an additional 100,000 Series C preferred shares via a Revenue Sharing Agreement tied to 10% of gross revenue of LETSBONK. LDH holds 135,000 Series C shares with stated value $1,000 each; 27,481 are currently convertible into common stock and 107,519 are convertible following stockholder approval. Conversion price is $1.081, and LDH states it would hold the equivalent of 25,422,072 common shares representing 19.99% of the class and acquiring the right to elect 50% of directors upon conversion and consent.

Positive

  • Acquired sizeable position: LDH holds 135,000 Series C shares convertible into common stock representing up to 19.99% of the class.
  • Governance influence: Series C conversion provides LDH the right to elect 50% of the board and to appoint an independent director with the existing board.
  • Diversified consideration structure: Combination of token payment (25,000,000 BONK) and revenue-linked equity aligns some issuer and investor incentives.

Negative

  • Conversion conditional: 107,519 of the Series C shares are not currently convertible and require stockholder approval, creating execution risk.
  • Token-based consideration risk: Use of BONK tokens as primary payment introduces valuation and regulatory uncertainty tied to crypto markets.
  • Potential dilution: Conversion would materially dilute existing holders as LDH could reach 19.99% ownership and change board composition.

Insights

TL;DR: LDH structured a convertible preferred position that could give it near-control (19.99% economic stake and 50% board election rights upon conversion and approvals).

The deal combines token consideration and a revenue-linked tranche, which runs governance and shareholder-approval risk. Using BONK tokens as primary consideration and a revenue-sharing-for-equity swap ties issuer dilution to LETSBONK performance. Materiality stems from potential control influence (board election rights for 50% of directors) and near-20% ownership. Key risks include pending stockholder approval for converting 107,519 shares and the valuation implications of token-based payment.

TL;DR: The transaction creates significant governance influence for LDH but depends on shareholder approvals and conversion mechanics.

LDH’s rights to elect half the board if its Series C converts is governance-changing and could shift strategic direction. The Schedule 13D discloses no present plans beyond board cooperation and adding an independent director, but the structure gives LDH optionality to revisit its plans. Material contingencies (conversion restrictions and required stockholder consent) are central to assessing ultimate control and dilution.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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






SCHEDULE 13D




Comment for Type of Reporting Person:
Lucky Dog Holdings ("LDH") is an exempted company incorporated in the Cayman Islands, and has acquired 135,000 shares of Series C Convertible Preferred Stock, of which 27,481 shares can be converted, with the remaining 107,519 shares convertible following stockholder approval. With respect to 9 (Sole Dispositive Power) above, 25,422,072 reflects common stock which would result from conversion of 27,481 shares of Series C Preferred Stock held by LDH. With respect to 13 (Percent of class represented by amount in Row (11)) above, 19.99%, please note that LDH has acquired additional shares of Series C Convertible Preferred Stock which will and be convertible into Common Stock of the Issuer following stockholder approval of the issuance of such shares.


SCHEDULE 13D


LUCKY DOG HOLDINGS
Signature:/s/Mitchell Rudy
Name/Title:Mitchell Rudy, Director
Date:09/30/2025

FAQ

What stake does Lucky Dog Holdings now hold in Safety Shot, Inc. (SHOT)?

LDH holds 135,000 Series C Convertible Preferred Shares, currently convertible into 25,422,072 common share equivalents representing 19.99% of the class upon the disclosed conversion assumptions.

How did LDH pay for the Series C preferred shares in the SHOT transaction?

LDH used 25,000,000 BONK tokens to purchase 35,000 Series C shares under the Securities Purchase Agreement and acquired 100,000 Series C shares via a Revenue Sharing Agreement tied to 10% of LETSBONK gross revenue.

Are all the Series C shares immediately convertible into SHOT common stock?

No. 27,481 shares are currently convertible; 107,519 additional shares require stockholder approval before conversion.

What governance rights does LDH gain if the Series C converts?

As holder of Series C convertible preferred stock, LDH has the right to elect 50% of the Issuer’s directors and will work with the board to appoint an additional independent director.

What is the conversion price for the Series C preferred into SHOT common stock?

The Series C is convertible into common stock at a price per share equal to $1.081.