<SEC-DOCUMENT>0001641172-25-000772.txt : 20250326
<SEC-HEADER>0001641172-25-000772.hdr.sgml : 20250326
<ACCEPTANCE-DATETIME>20250326170018
ACCESSION NUMBER:		0001641172-25-000772
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250326
DATE AS OF CHANGE:		20250326

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Beeline Holdings, Inc.
		CENTRAL INDEX KEY:			0001534708
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		ORGANIZATION NAME:           	04 Manufacturing
		EIN:				203937596
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87659
		FILM NUMBER:		25774112

	BUSINESS ADDRESS:	
		STREET 1:		188 VALLEY STREET,
		STREET 2:		SUITE 225
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02909
		BUSINESS PHONE:		971-888-4264

	MAIL ADDRESS:	
		STREET 1:		188 VALLEY STREET,
		STREET 2:		SUITE 225
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02909

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Eastside Distilling, Inc.
		DATE OF NAME CHANGE:	20141202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Eurocan Holdings Ltd.
		DATE OF NAME CHANGE:	20111110

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Liuzza Nicholas Reyland JR
		CENTRAL INDEX KEY:			0001264473
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		79 WAPPING ROAD
		CITY:			PORTSMOUTH
		STATE:			RI
		ZIP:			02871

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIUZZA NICK JR
		DATE OF NAME CHANGE:	20031001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIYZZA NICK JR
		DATE OF NAME CHANGE:	20030924
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001641172-25-000091</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: Liuzza Nicholas Reyland JR -->
          <cik>0001264473</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>1</amendmentNo>
      <securitiesClassTitle>Common Stock, $0.0001 par value</securitiesClassTitle>
      <dateOfEvent>03/24/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001534708</issuerCIK>
        <issuerCUSIP>277802500</issuerCUSIP>
        <issuerName>BEELINE HOLDINGS, INC.</issuerName>
        <address>
          <com:street1>188 VALLEY STREET,</com:street1>
          <com:street2>SUITE 225</com:street2>
          <com:city>PROVIDENCE</com:city>
          <com:stateOrCountry>RI</com:stateOrCountry>
          <com:zipCode>02909</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>MICHAEL HARRIS, ESQ.</personName>
          <personPhoneNum>561-686-3307</personPhoneNum>
          <personAddress>
            <com:street1>3001 PGA BLVD</com:street1>
            <com:street2>STE 305</com:street2>
            <com:city>PALM BEACH GARDENS</com:city>
            <com:stateOrCountry>FL</com:stateOrCountry>
            <com:zipCode>33410</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001264473</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Nicholas Reyland Liuzza Jr.</reportingPersonName>
        <memberOfGroup>b</memberOfGroup>
        <fundType>PF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>3026748.00</soleVotingPower>
        <sharedVotingPower>0.00</sharedVotingPower>
        <soleDispositivePower>3026748.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
        <aggregateAmountOwned>3026748.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>37.2</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>11. Represents outstanding shares of the Issuer's common stock over which the Reporting Person has dispositive and voting control. Gives effect to Series G Convertible Preferred Stock and Warrants convertible and exercisable within 60 days. See Item 5. 13. Based on 6,995,901 shares of common stock outstanding as of March 24, 2025, and gives effect to shares of common stock underlying Series G Convertible Preferred Stock and Warrants held by the Reporting Person convertible and exercisable within 60 days. All share amounts reflected in this report give effect to the 1:10 reverse stock split which took effect on March 12, 2025.</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, $0.0001 par value</securityTitle>
        <issuerName>BEELINE HOLDINGS, INC.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>188 VALLEY STREET,</com:street1>
          <com:street2>SUITE 225</com:street2>
          <com:city>PROVIDENCE</com:city>
          <com:stateOrCountry>RI</com:stateOrCountry>
          <com:zipCode>02909</com:zipCode>
        </issuerPrincipalAddress>
      </item1>
      <item2>
        <filingPersonName>Nicholas Reyland Liuzza Jr.</filingPersonName>
        <principalBusinessAddress>188 Valley Street, Suite 225, Providence, RI 02909</principalBusinessAddress>
        <principalJob>Mr. Liuzza is the Chief Executive Officer and a director of Beeline Holdings, Inc. [Nasdaq: BLNE].</principalJob>
        <hasBeenConvicted>During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.</hasBeenConvicted>
        <convictionDescription>During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.</convictionDescription>
        <citizenship>United States</citizenship>
      </item2>
      <item3>
        <fundsSource>This amendment amends the Schedule 13D filed with the Securities and Exchange Commission on March 20, 2025. The Reporting Person received shares of Series F-1 Convertible Preferred Stock ("Series F-1") and Series F Convertible Preferred Stock ("Series F") in connection with the Issuer's merger with Beeline Financial Holdings, Inc. ("Beeline") which closed on October 7, 2024, as disclosed in a Current Report on Form 8-K filed by the Issuer on that date. Subsequently, across five transactions which were previously disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed on December 19, 2024, December 31, 2024, February 18, 2025, February 21, 2025, March 3, 2025, and March 24, 2025 the Reporting Person invested with personal funds a total of $3,897,159 and acquired shares of Series G Convertible Preferred Stock ("Series G") convertible into 764,149 shares of common stock and Warrants to purchase 382,077 shares of common stock. Additionally, across twelve transactions which were previously disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed on December 11, 2024 and a Form 4 filed on March 20, 2025, the Reporting Person invested with personal funds a total of $86,239 and acquired 22,050 shares of Common Stock on the open market. On March 7, 2025, the Issuer's shareholders approved the conversion of the Series F-1, Series F and Series G and the exercise of the Warrants. Accordingly, the Reporting Person converted the Series F-1 and Series F into shares of common stock on March 7, 2025.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>The Reporting Person is the Chief Executive Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The Reporting Person beneficially owns 3,026,748 shares of the Issuer's common stock. This includes 2,821,032 shares beneficially owned directly and 205,216 shares owned by a family trust over which the Reporting Person exercises dispositive and voting control. The above number of shares amounts to approximately 37.2% of the 6,995,901 outstanding shares of common stock as of March 24, 2025.</percentageOfClassSecurities>
        <numberOfShares>The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.</numberOfShares>
        <transactionDesc>Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.</transactionDesc>
        <listOfShareholders>Not applicable.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>In connection with his investments in the Series G and Warrants, the Company entered into Securities Purchase Agreements and Registration Rights Agreements with Mr. Liuzza. The terms of the Securities Purchase Agreements, Series G, Warrants, and related Registration Rights Agreements were previously disclosed in the Current Reports on Form 8-K filed on December 3, 2024, March 5, 2025, and March 10, 2025. Copies of these documents were included as exhibits to such Current Reports on Form 8-K.</contractDescription>
      </item6>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Nicholas Reyland Liuzza Jr.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Nicholas Reyland Liuzza, Jr.</signature>
          <title>Nicholas Reyland Liuzza, Jr., individually</title>
          <date>03/26/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</DOCUMENT>
</SEC-DOCUMENT>
