Form SCHEDULE 13G Dominari Holdings Inc. Filed by: Trump Donald J. JR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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DOMINARI HOLDINGS INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
05/22/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Donald J. Trump Jr. | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,182,276.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The 1,182,276 shares of common stock of the Issuer beneficially owned and referred to in Rows 5, 7, and 9 represents 1,182,276 shares of common stock owned as of May 22, 2026. This excludes an aggregate of 216,138 shares issuable pursuant to certain warrants purchased by the Reporting Person in connection with the Issuer's offering that closed on February 12, 2025, which are not currently exercisable due to certain beneficial ownership limitations.
(2) The percentage in Row 11 is based on 22,613,781 shares of common stock of the Issuer issued and outstanding as of May 12, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DOMINARI HOLDINGS INC. | |
| (b) | Address of issuer's principal executive offices:
725 Fifth Avenue, 22nd Floor, New York, NY 10022 | |
| Item 2. | ||
| (a) | Name of person filing:
Donald J. Trump Jr. | |
| (b) | Address or principal business office or, if none, residence:
115 Eagle Tree Terrace, Jupiter, Florida 33477 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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 associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
On May 22, 2026, the Reporting Person acquired 216,138 shares of common stock of the Issuer upon the exercise of 216,138 Series B warrants, which were issued pursuant to a warrant inducement transaction with the Issuer. As of May 28, 2026, the Reporting Person may be deemed to beneficially own 1,182,276 shares of common stock of the Issuer. The percentage of the shares of common stock beneficially owned by the Reporting Person is based on the (i) total of 1,182,276 shares of common stock owned as of May 22, 2026, divided by (ii) the sum of 22,613,781 shares of common stock of the Issuer issued and outstanding as of May 12, 2026. This excludes an aggregate of 216,138 shares issuable pursuant to certain warrants purchased by the Reporting Person in connection with the Issuer's offering that closed on February 12, 2025, which are not currently exercisable due to certain beneficial ownership limitations. | |
| (b) | Percent of class:
The 1,182,276 shares of common stock of the Issuer beneficially owned by the Reporting Person constituted approximately 5.23% of the total shares of common stock of the Issuer issued and outstanding as of May 22, 2026. The percentage of the shares of common stock beneficially owned by the Reporting Person is based on the (i) total of 1,182,276 shares of common stock owned as of May 22, 2026, divided by (ii) the sum of 22,613,781 shares of common stock of the Issuer issued and outstanding as of May 12, 2026. This excludes an aggregate of 216,138 shares issuable pursuant to certain warrants purchased by the Reporting Person in connection with the Issuer's offering that closed on February 12, 2025, which are not currently exercisable due to certain beneficial ownership limitations. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,182,276.00 | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,182,276.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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