Jacobs Private Equity Amends QXO Stake

TL;DR

Jacobs Private Equity just updated their QXO filing - big player making moves.

AI Summary

On June 6, 2024, Jacobs Private Equity II, LLC, led by Bradley S. Jacobs, filed an amendment (No. 2) to its Schedule 13D regarding QXO, Inc. The filing indicates a change in beneficial ownership, with Jacobs Private Equity II, LLC now holding a significant stake in the company. The filing does not disclose specific dollar amounts or the exact percentage of ownership in this amendment.

Why It Matters

This filing signals a potential shift in control or influence at QXO, Inc., as a significant investor has updated their ownership details, which could impact the company's strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Players & Entities

• Jacobs Private Equity II, LLC (company) — Filing entity
• Bradley S. Jacobs (person) — Principal of Jacobs Private Equity II, LLC
• QXO, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.00001 — ame of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securitie
• $4 — elow) at an initial conversion price of $4.566, subject to customary anti-dilution
• $4.566 — 106,637 Shares, at an exercise price of $4.566 per share with respect to 50% of the Wa
• $6.849 — re with respect to 50% of the Warrants, $6.849 per share with respect to 25% of the Wa
• $13.698 — ith respect to 25% of the Warrants, and $13.698 per share with respect to the remaining
• $0.0001 — relating to the common stock, par value $0.0001 per share (the " Shares "), of QXO, Inc
• $900,000,000 — hares) , the Company issued to JPE, for $900,000,000 in cash, (i) 900,000 shares of Preferre
• $1,000,000,000 — ggregate investment by the Investors of $1,000,000,000 in cash (including $900,000,000 funded
• $0.001 — eferred Stock of the Company, par value $0.001 per share (the " Preferred Stock ") and
• $1,000 — as an initial liquidation preference of $1,000 per share, for an aggregate initial liq

Filing Documents

• ef20030726_sc13da.htm (SC 13D/A) — 109KB
• 0001140361-24-029162.txt ( ) — 111KB

From the Filing

SC 13D/A 1 ef20030726_sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) QXO, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 82846H 405 (CUSIP Number) Jacobs Private Equity II, LLC Bradley S. Jacobs Five American Lane Greenwich, CT 06831 Tel: 203-413-4000 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2024 (Date of Event Which Requires Filing of This Statement) 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 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 disclosures provided in a prior cover page. 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 (the " Exchange Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP No. 82846H405 13D Page 1 of 2 1 NAMES OF REPORTING PERSONS Jacobs Private Equity II, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 394,213,274 1 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 394,213,274 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 394,213,274 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.86% 2 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO 1 Represents (i) 900,000 shares of Preferred Stock (as defined below), which are initially convertible into an aggregate of 197,106,637 Shares (as defined below) at an initial conversion price of $4.566, Warrants, $6.849 per share with respect to 25% of the Warrants, and $13.698 per share with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments. 2 Calculated based on (i) 664,284 Shares (as defined below) outstanding after the effective time of the Reverse Stock Split (as defined below) but prior to the Equity Investment (as defined below), as of June 6, 2024, as reported by the Company (as defined below) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2024, resulting in a total of approximately 664,284 Shares following the effectiveness of the Reverse Stock Split on June 6, 2024, plus (ii) 438,014,750 Shares issuable upon conversion of Preferred Stock and exercise of Warrants by the Investors (as defined below), of which 394,213,274 Shares are issuable upon conversion of Preferred Stock and exercise of Warrants by the Reporting Persons (as defined below). CUSIP No. 82846H405 13D Page 2 of 2 1 NAMES OF REPORTING PERSONS Bradley S. Jacobs 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 394,213,274 3 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 394,213,27 4 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 394,213,274 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.86% 4 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 3 Bradley S. Jacobs has indirect beneficial ownership of such Shares as a result of being the Managing Member of JPE (as defined below). 4 Please see Footnote 2. This Amendment No. 2 amends and restates in its entirety the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the " SEC ") by Jacobs Private Equity II, LLC, a Delaware limited liability company (" JPE "), and Bradley S. Jacobs (" Jacobs ") on December 13, 2023, as amended by Amendment No. 1, dated as of April 15, 2024 (collectively, the " Schedule 13D "), relating to the common stock, par value

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