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[SCHEDULE 13D] Safety Shot, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D
Rhea-AI Filing Summary

Lucky Dog Holdings (LDH) has disclosed acquiring convertible preferred stock in Safety Shot, Inc. (SHOTW) that could become meaningful common equity. LDH purchased 135,000 shares of Series C Convertible Preferred Stock for digital and revenue-based consideration, of which 27,481 shares are immediately convertible into common stock at $1.081 per share and 107,519 shares are convertible following stockholder approval. The filing reports an aggregate beneficial ownership equal to 25,422,072 common shares on conversion, representing 19.99% of the class.

The agreements include a Securities Purchase Agreement and a Revenue Sharing Agreement under which LDH used $25,000,000 of BONK tokens to acquire preferred shares and received additional preferred shares tied to LETSBONK gross revenue. LDH states the preferred shares give it the right to elect 50% of the issuer's directors and to work with the board to appoint an independent director, subject to stockholder consent.

Positive
  • Near-20% economic stake reported upon conversion (25,422,072 shares, representing 19.99% of the class).
  • Governance influence via rights to elect 50% of directors and to appoint an additional independent director.
  • Innovative consideration structure using BONK tokens and revenue-sharing, aligning part of consideration with future platform revenue.
Negative
  • Majority of preferred shares (107,519) are not currently convertible and require stockholder approval to convert into common stock.
  • Conversion and control are conditional, creating uncertainty until shareholder approval is obtained.
  • Potential dilution to existing shareholders upon conversion of preferred shares if approved.

Insights

TL;DR: LDH obtained near-20% economic exposure and convertible control rights via token and revenue-based consideration.

LDH's transaction blends crypto-denominated consideration and a revenue-linked issuance, creating a concentrated potential equity stake (19.99% on conversion). The immediate conversion of 27,481 shares at $1.081 implies a defined conversion price and a clear pathway to common equity pending shareholder approvals for the remainder. The combination of preferred stock with director election rights is material: it can influence governance and strategic direction if conversions and board seats are effected. Monitor shareholder approval outcomes and dilution metrics tied to conversion mechanics.

TL;DR: The deal grants LDH significant governance influence contingent on conversion and stockholder approvals.

LDH's right to elect 50% of directors through Series C Convertible Preferred Stock is a substantial governance lever. However, a large portion of the preferred shares remain non-convertible until stockholder approval, creating a conditional control scenario. The reported intent to cooperate with the existing board and add an independent director is notable, but the filing explicitly reserves LDH's ability to change plans. This structure raises questions about future board composition, potential conflicts of interest, and the timetable for shareholder votes required to unlock full conversion rights.






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:09/23/2025

FAQ

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

LDH reports beneficial ownership equal to 25,422,072 common shares upon conversion, representing 19.99% of the class.

How did LDH pay for the Series C Convertible Preferred Stock in SHOTW?

LDH used $25,000,000 of BONK tokens to purchase preferred shares and acquired additional preferred shares in exchange for 10% of LETSBONK gross revenue under a Revenue Sharing Agreement.

How many preferred shares are immediately convertible into SHOTW common stock?

27,481 of the 135,000 Series C Convertible Preferred Stock shares are currently convertible into common stock; the remaining 107,519 require stockholder approval to convert.

What governance rights does LDH receive with the Series C Preferred shares?

LDH, as holder of Series C Convertible Preferred Stock, has the right to elect 50% of the issuer's directors and will work with the board to appoint an additional independent director, subject to the agreements.

Are there agreements referenced that describe transaction terms for SHOTW?

Yes. The filing references a Securities Purchase Agreement, a Revenue Sharing Agreement, and a Certificate of Designation, with links to the issuer's SEC filings for exhibits.
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