Dream Chasers Capital Buys Stake in Carver Bancorp

TL;DR

**Dream Chasers Capital just took a big stake in Carver Bancorp. Watch this space.**

AI Summary

On October 22, 2024, Dream Chasers Capital Group LLC, led by Gregory Lewis, filed a Schedule 13D indicating they have acquired a significant stake in Carver Bancorp Inc. The filing details their ownership and intentions regarding the company's common stock.

Why It Matters

This filing signals a potential shift in control or influence over Carver Bancorp, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede activist campaigns or significant corporate actions, introducing uncertainty.

Key Players & Entities

• Dream Chasers Capital Group LLC (company) — Filing entity
• Gregory Lewis (person) — Leader of Dream Chasers Capital Group LLC
• Carver Bancorp Inc. (company) — Subject company
• Drew G.L. Chapman (person) — Legal counsel for Dream Chasers Capital Group LLC
• Hamilton Clarke LLP (company) — Law firm representing Dream Chasers Capital Group LLC

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $838 — a total purchase price of approximately $838. Dream Chasers paid an average price of
• $4.19 — paid an average price of approximately $4.19 per Share; ii. Herrera acquired 81,10
• $877,502 — for a total investment of approximately $877,502. Herrera paid an average price of appro
• $10.82 — paid an average price of approximately $10.82 per Share; iii. Winters acquired 157,
• $1,890,280 — for a total investment of approximately $1,890,280. Winters paid an average price of appro
• $12.04 — paid an average price of approximately $12.04 per Share; and iv. Bailey acquired 35
• $3,729,767.39 — transactions for a total investment of $3,729,767.39. Bailey paid an average price of approx
• $10.41 — paid an average price of approximately $10.41 per Share. Bailey shares beneficial own
• $1.09 — 2024 for an average price per Share of $1.09. C. Winters (a) Winters beneficia

Filing Documents

• tm2426683d1_sc13d.htm (SC 13D) — 121KB
• tm2426683d1_ex99-1.htm (EX-99.1) — 18KB
• tm2426683d1_ex99-2.htm (EX-99.2) — 11KB
• tm2426683d1_ex99-3.htm (EX-99.3) — 48KB
• tm2426683d1_ex99-4.htm (EX-99.4) — 13KB
• 0001104659-24-110637.txt ( ) — 212KB

SECURITY AND

ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (“ Schedule 13D ”) relates to the common stock, par value $0.01 per share (the “ Common Stock ”), of Carver Bancorp, Inc., a Delaware corporation (the “ Issuer ”). The principal executive offices of the Issuer are located at 75 West 125 th Street, New York, NY 10027. This Schedule 13D amends, supersedes and replaces entirely any and all Schedule 13Ds previously filed by any of the Reporting Persons with respect to the Issuer. The Reporting Persons (as defined below) each beneficially owns an aggregate of 497,774 shares of Common Stock. These shares represent approximately 9.8% of the outstanding shares of Common Stock.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by: i. Dream Chasers Capital Group LLC, a New York limited liability company (“Dream Chasers”); ii. Gregory Antonius Lewis (“Lewis”), an individual resident in the state of New York; iii. Shawn Paul Herrera (“Herrera”), an individual resident in the state of California; iv. Kevin Scott Winters (“Winters”), an individual resident in the state of California; and v. Jeffrey John Bailey (“Bailey”), an individual resident in the state of California. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The residential or business addresses of the Reporting Persons are as follows: i. The address of the principal business and principal office of Dream Chasers is 26 Broadway, 8 th Floor, New York, New York 10004; ii. The address of Lewis is c/o Dream Chaser Capital Group LLC, 26 Broadway, 8 th Floor, New York, New York 10004; iii. The address of Herrera is 500 Los Viboras Road, Hollister, CA 95023; iv. The address of Winters is 6452 Acacia Lane, Yorba Linda, CA 92886; and v. The address of Bailey is 936 N. Parker Street, Orange, CA 92867. CUSIP No. 146875604 Page 7 (c) Information about the present principal occupation or employment of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth below: i. Dream Chasers principal business is that of an investment vehicle, located at 26 Broadway, 8 th Floor, New York, New York 10004; ii. Lewis’s principal occupation is to serve as the Chief Executive Officer and manager of Dream Chasers, located at 26 Br

SOURCE AND AMOUNT OF FUNDS OR OTHER

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The responses to Item 4, 5 and 6 of this Schedule 13D are incorporated herein by reference. i. The Shares listed as being beneficially owned by Dream Chasers were purchased with capital from Dream Chasers. Dream Chasers acquired 200 Shares for a total purchase price of approximately $838. Dream Chasers paid an average price of approximately $4.19 per Share; ii. Herrera acquired 81,100 Shares with personal funds in open market transactions for a total investment of approximately $877,502. Herrera paid an average price of approximately $10.82 per Share; iii. Winters acquired 157,000 Shares with personal funds in open market transactions for a total investment of approximately $1,890,280. Winters paid an average price of approximately $12.04 per Share; and iv. Bailey acquired 358,274 Shares with personal funds in open market transactions for a total investment of $3,729,767.39. Bailey paid an average price of approximately $10.41 per Share. Bailey shares beneficial ownership over 161,200 Shares with his wife. Bailey has entered into a Proxy and Power of Attorney that grants full voting and investment discretion over 98,800 Shares to Garrett Kyle Bailey, and beneficially owns 259,474 Shares.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired beneficial ownership of the Shares in the belief that the Shares were undervalued and an attractive investment opportunity. The Reporting Persons intend to engage in conversations, meetings and other communications with certain members of the Issuer’s board of directors and management team, stockholders, industry analysts, and other interested parties, in each case to discuss the Issuer’s business, operations, financial condition, strategic plans, governance, the composition of the executive suite and board and possibilities for changes thereto, as well as other matters related to the Issuer. The Reporting Persons may take or engage in various plans, actions or transactions in seeking to bring about changes to increase stockholder value, and may discuss such plans, actions or transactions with the Issuer and the board of directors and management team of the Issuer, stockholders, industry analysts, and other interested parties. The Reporting Persons may change their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D, and may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such plans, actions or transactions. CUSIP No. 146875604 Page 8 The Reporting Persons may review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s management and board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may from time to time and at any time in the future take or engage in vari

INTEREST IN SECURITIES OF

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 5,105,306 Shares issued and outstanding as of August 13, 2024, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. A. Dream Chasers (a) Dream Chasers beneficially owns 238,300 Shares. Percentage: Approximately 4.7% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 238,300 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 200 CUSIP No. 146875604 Page 9 (c) Dream Chasers has not entered into any transactions in Shares during the past 60 days. Mr. Lewis, as the sole manager of Dream Chasers, may be deemed to have the shared power to vote or direct the vote of all of the Shares of Dream Chasers, Mr. Herrera and Mr. Winters. B. Herrera (a) Herrera beneficially owns 81,100 Shares. Percentage: Approximately 1.6% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 81,100 4. Shared power to dispose or direct the disposition: 0 (c) Herrera purchased 4,000 in open market transactions during the past 60 days on September 11, 2024 for an average price per Share of $1.09. C. Winters (a) Winters beneficially owns 157,000 Shares. Percentage: Approximately 3.1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 157,000 4. Shared power to dispose or direct the disposition: 0 (c) Winters has not entered into any transactions in Shares during the past 60 days. D. Bailey (a) Bailey beneficially owns 259,474 Shares 3 , of which 161,200 Shares are jointly owned with his wif

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is filed as Exhibit 99.1 hereto. The Reporting Persons have granted Lewis a power of attorney to execute this Schedule 13D and any amendments hereto. The power of attorney is filed as Exhibit 99.2 hereto. Herrera and Winters have each granted Dream Chasers a power of attorney to, among other things, vote their Shares pursuant to a Voting Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference. Bailey has granted to Garrett Kyle Bailey a proxy and power of attorney to, among other things, vote and make investment decisions with respect to 98,800 of his Shares pursuant to a Proxy and Power of Attorney, a copy of which is attached hereto as Exhibit 99.4 . Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

MATERIAL TO BE FILED AS AN

ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT Exhibit 99.1 Joint Filing Agreement among the Reporting Persons as of October 22, 2024. Exhibit 99.2 Power of Attorney with respect to this Schedule 13D and any amendments hereafter. Exhibit 99.3 Voting Agreement among Dream Chasers, Herrera and Winters as of December 12, 2022. Exhibit 99.4 Proxy and Power of Attorney between Jeffrey Bailey and Garrett Kyle Bailey effective as of June 1, 2024. CUSIP No. 146875604 Page 11

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: October 22, 2024 DREAM CHASERS CAPITAL GROUP LLC By: /s/ Gregory Antonius Lewis Name: Gregory Lewis Title: Managing Member GREGORY ANTONIUS LEWIS By: /s/ Gregory Antonius Lewis Name: Gregory Antonius Lewis SHAWN PAUL HERRERA By: /s/ Shawn Paul Herrera Name: Shawn Paul Herrera KEVIN SCOTT WINTERS By: /s/ Kevin Scott Winters Name: Kevin Scott Winters JEFFREY JOHN BAILEY By: /s/ Jeffrey John Bailey Name: Jeffrey John Bailey CUSIP No. 146875604 Page 12 Exhibit Description Exhibit 99.1 Joint Filing Agreement among the Reporting Persons as of October 22, 2024. Exhibit 99.2 Power of Attorney with respect to this Schedule 13D and any amendments thereafter. Exhibit 99.3 Voting Agreement among Dream Chasers, Herrera and Winters as of December 12, 2022. Exhibit 99.4 Proxy and Power of Attorney between Jeffrey Bailey and Garrett Kyle Bailey effective as of June 1, 2024. CUSIP No. 146875604 Page 13

View Full Filing

View this SC 13D filing on SEC EDGAR