Form SCHEDULE 13G/A AI Financial Corp Filed by: CRCM LP
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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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(Amendment No. 3)*
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AI Financial Corp (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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
CRCM LP | ||||||||
| 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
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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
12,701,530.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CRCM 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
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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
12,701,530.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CRCM INSTITUTIONAL MASTER FUND (BVI), LTD. | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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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
8,080,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CRCM B SPV, LP | ||||||||
| 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
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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
3,720,847.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CRCM Fintech Fund, LP | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
693,403.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CRCM SPECIAL SITUATIONS FUND LP | ||||||||
| 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
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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
90,000.00 | ||||||||
| 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)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
DING CHUN R | ||||||||
| 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
SAINT KITTS AND NEVIS
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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
12,701,530.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 11: The denominator for this calculation is based on 127,166,254 shares of Common Stock outstanding as of April 9, 2026, as reported in the Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AI Financial Corp | |
| (b) | Address of issuer's principal executive offices:
325 E. WARM SPRINGS ROAD, SUITE 102, LAS VEGAS, NEVADA, 89119. | |
| Item 2. | ||
| (a) | Name of person filing:
(i) CRCM LP, a Delaware limited partnership and the investment manager ("Investment Manager") of CRCM B SPV, LP, CRCM Master Fund, CRCM Fintech Fund, LP, and CRCM Situations Fund (collectively, the "CRCM Funds") and separately managed account clients (the "Managed Accounts");
(ii) CRCM LLC, a Delaware limited liability company and the general partner (the "General Partner") of the Investment Manager, with respect to the shares held by the CRCM Funds and the Managed Accounts;
(iii) CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company ("CRCM Master Fund");
(iv) CRCM B SPV, LP, a Delaware limited partnership;
(v) CRCM Fintech Fund, LP, a Delaware limited partnership;
(vi) CRCM Special Situations Fund LP, a Delaware limited partnership; and
(vii) Chun R. Ding ("Ding"), is a citizen of St. Kits and Nevis and the managing partner of the Investment Manager, the manager of the General Partner, with respect to the shares held by the CRCM Funds and the Managed Accounts. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business of (iii-vi) CRCM Funds is 475 Sansome Street, Suite 730, San Francisco, CA 94111; (i, ii, and vii) the Investment Manager, the General Partner, and Mr. Ding (c/o CRCM) is 475 Sansome Street, Suite 730, San Francisco, CA 94111. | |
| (c) | Citizenship:
The citizenship of each Reporting Person is set forth above. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value | |
| (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:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class:
The shares of Common Stock reported hereby for the CRCM Funds are owned directly by the applicable fund. The Investment Manager, as investment manager of the CRCM Funds and the Managed Accounts, may be deemed to be the beneficial owner of all such shares owned by the CRCM Funds and the Managed Accounts. The General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all of such shares owned by the CRCM Funds and the Managed Accounts. Mr. Ding, as managing partner of the Investment Manager, and manager of the General Partner with the power to exercise investment discretion, may be deemed to be the beneficial owner of all such shares owned by the CRCM Funds and the Managed Accounts. Each of the Investment Manager, the General Partner and Mr. Ding hereby disclaims any beneficial ownership of any such shares. %
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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:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| 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.
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| 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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