FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kakaopay Corp
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/18/2023 

3. Issuer Name and Ticker or Trading Symbol

SIEBERT FINANCIAL CORP [SIEB]
(Last)        (First)        (Middle)

15F, TOWER B, 166 PANGYOYEOK-RO, BUNDANG-GU, GYEONGGI-DO
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

SEONGNAM-SI, M5 13529      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value per share 8,075,607 D (1) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reported shares of Common Stock, $0.01 par value per share, of the Issuer ("Common Stock"), were issued and sold to Kakaopay Corporation ("Kakaopay") at a purchase price of $2.15 per share. Kakaopay is a subsidiary of Kakao Corporation ("Kakao"). By virtue of this relationship, Kakao may be deemed to beneficially own the shares of Common Stock held by Kakaopay. Each of Kakaopay and Kakao disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

Remarks:
See Exhibit 24.1 - Power of Attorney (Kakaopay Corporation); See Exhibit 24.2 - Power of Attorney (Kakao Corporation)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kakaopay Corp
15F, TOWER B, 166 PANGYOYEOK-RO
BUNDANG-GU, GYEONGGI-DO
SEONGNAM-SI, M5 13529

X

Kakao Corp
TOWER A, 166 PANGYOYEOK-RO
BUNDANG-GU, GYEONGGI-DO
SEONGNAM-SI, M5 13529

X


Signatures
Kakaopay Corporation, By: /s/ Brian N. Wheaton, Attorney-in-Fact5/26/2023
**Signature of Reporting PersonDate

Kakao Corporation, By: /s/ Brian N. Wheaton, Attorney-in-Fact5/26/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned, hereby constitutes and appoints each and any of Brian N. Wheaton, Jessica K. Phillips, and Anahita Mohtasham-Gharagozloo, as its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place, and stead, in any and all capacities (until revoked in writing) to:

 

1. Sign any and all instruments, certificates, and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all relevant regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the bylaws of the Financial Industry Regulatory Authority;

 

2. prepare, execute, acknowledge, deliver, and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

 

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

 

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

 

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3. the attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

 

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

 

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

[Signature page follows.]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be signed and effective as of March 27, 2023.

 

  Kakaopay Corporation
   
  By: /s/ Lee Seong-ho
  Name: Lee Seong-ho
  Title: Chief Financial Officer

 

 

[Signature Page to Power of Attorney]

 

 

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

 

KNOW ALL BY THESE PRESENTS, that the undersigned, hereby constitutes and appoints each and any of Brian N. Wheaton, Jessica K. Phillips, and Anahita Mohtasham-Gharagozloo, as its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place, and stead, in any and all capacities (until revoked in writing) to:

 

1. Sign any and all instruments, certificates, and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all relevant regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the bylaws of the Financial Industry Regulatory Authority;

 

2. prepare, execute, acknowledge, deliver, and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

 

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

 

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

 

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3. the attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

 

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

 

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

[Signature page follows.]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be signed and effective as of April 28, 2023.

 

  Kakao Corporation
   
  By: /s/ Kim Ki-hong
  Name: Kim Ki-hong
  Title: Chief Financial Officer

 

 

 

[Signature Page to Power of Attorney]