Statement of Ownership (sc 13g)
15 February 2023 - 9:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
EBET, Inc.
(Name of Issuer)
Common shares, par
value $0.001 per share
(Title of Class of
Securities)
29667L 106
(CUSIP Number)
February 6, 2023
(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)
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of
this cover page shall not be deemed to be “filed” for purposes 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).
.
CUSIP No: 29667L 106
| (1) |
NAMES OF REPORTING PERSONS
CP BF Lending, 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, United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
(5) |
SOLE VOTING POWER
0 |
| (6) |
SHARED VOTING POWER **
3,709,097 Shares of Common Stock (1) |
| (7) |
SOLE DISPOSITIVE POWER
0 |
| (8) |
SHARED DISPOSITIVE POWER **
3,709,097 Shares of Common Stock (1) |
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,709,097 Shares of Common Stock (1) |
| (10) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% (2) |
| (12) |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
| (1) | Represents (i) 2,312,449 shares
of Common Stock issuable upon exercise of warrants and (ii) 1,396,648 shares of Common Stock issuable upon conversion of convertible
notes, each held of record by CP BF Lending, LLC. |
| |
(2) |
Based on 25,119,425 shares outstanding as of February 8, 2023, as reported on the registrant’s Form 10-Q filed with the Securities and Exchange Commission on February 10, 2023. |
CUSIP No: 29667L 106
| (1) |
NAMES OF REPORTING PERSONS
Alexander Bryant Washburn |
| (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 of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
(5) |
SOLE VOTING POWER
0 |
| (6) |
SHARED VOTING POWER **
3,709,097 Shares of Common Stock (1) |
| (7) |
SOLE DISPOSITIVE POWER
0 |
| (8) |
SHARED DISPOSITIVE POWER **
3,709,097 Shares of Common Stock (1) |
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,709,097 Shares of Common Stock (1) |
| (10) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% (2) |
| (12) |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
| |
(1) |
Represents (i) 2,312,449 shares of Common Stock issuable upon exercise of warrants and (ii) 1,396,648 shares of Common Stock issuable upon conversion of a convertible note, each held of record by CP BF Lending, LLC. Mr. Washburn, together with Mr. Baty, may be deemed to beneficially own these shares because they are the controlling members of the Board of Managers of Columbia Pacific Advisors, LLC, which is the manager of CP Business Finance GP, LLC, the Manager of CP BF Lending, LLC. |
| |
(2) |
Based on 25,119,425 shares outstanding as of February 8, 2023, as reported on the registrant’s Form 10-Q filed with the Securities and Exchange Commission on February 10, 2023. |
CUSIP No: 29667L 106
| (1) |
NAMES OF REPORTING PERSONS
Stanley Logan Baty |
| (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 of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
(5) |
SOLE VOTING POWER
0 |
| (6) |
SHARED VOTING POWER **
3,709,097 Shares of Common Stock (1) |
| (7) |
SOLE DISPOSITIVE POWER
0 |
| (8) |
SHARED DISPOSITIVE POWER **
3,709,097 Shares of Common Stock (1) |
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,709,097 Shares of Common Stock (1) |
| (10) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% (2) |
| (12) |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
| |
(1) |
Represents (i) 2,312,449 shares of Common Stock issuable upon exercise of warrants and (ii) 1,396,648 shares of Common Stock issuable upon conversion of a convertible note, each held of record by CP BF Lending, LLC. Mr. Baty, together with Mr. Washburn, may be deemed to beneficially own these shares because they are the controlling members of the Board of Managers of Columbia Pacific Advisors, LLC, which is the manager of CP Business Finance GP, LLC, the Manager of CP BF Lending, LLC. |
| |
(2) |
Based on 25,119,425 shares outstanding as of February 8, 2023, as reported on the registrant’s Form 10-Q filed with the Securities and Exchange Commission on February 10, 2023. |
Item 1. Security and Issuer.
EBET, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Item 2. Identity and Background.
| (a) | Name of Person Filing: |
This statement is filed by CP BF Lending, LLC. CP BF Lending, LLC is
the record and direct beneficial owner of the securities covered by this statement. Messrs. Washburn and Baty may be deemed to beneficially
own the securities covered by this statement because they are the controlling members of the Board of Managers of Columbia Pacific Advisors,
LLC. Columbia Pacific Advisors LLC is the manager of CP Business Finance GP, LLC, the manager of CP BF Lending, LLC.
Each reporting person declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, the beneficial owner of any securities covered by this statement.
| (b) | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each
of the reporting persons is:
1910 Fairview Ave. E., Suite 300
Seattle, WA 98102
| (c) | Citizenship or Place of Organization: |
See Item 4 on the cover page(s) hereto.
| (d) | Title of Class of Securities: |
Common shares, par value $0.001 per share
29667L 106
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 association 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); |
| (k) | ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. Ownership
| (a) | Amount Beneficially Owned: |
3,709,097 Shares of Common Stock
Each of the reporting persons may be deemed to
own 9.949% of the Common Stock of the Issuer
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
3,709,097 Shares of Common Stock
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
3,709,097 Shares of Common Stock
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five 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.
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete, and correct.
Dated:
February 14, 2023
| CP
BF LENDING, LLC |
|
| |
|
|
| |
By:
CP Business Finance GP, LLC, its manager, |
|
| |
By:
Columbia Pacific Advisors, LLC, its manager |
|
| |
|
|
|
/s/ Alan Spragins | |
| Name: |
Alan
Spragins |
|
| Title: |
Authorized
Signatory |
|
| |
|
|
| Dated: February 14, 2023 |
|
| |
/s/
Alexander Bryant Washburn |
|
| |
Alexander
Bryant Washburn |
|
| |
|
|
| |
Dated: February 14, 2023 |
| |
|
|
| |
/s/
Stanley Logan Baty |
|
| |
Stanley
Logan Baty |
|
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