UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Wilhelmina International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

968235200

(CUSIP Number)

November 14, 2024

(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)

* 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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8

CUSIP No. 968235200

Names of Reporting Persons

Omni Retail Enterprises, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Citizenship or Place of Organization

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5. SOLE VOTING POWER	635,815
	6. SHARED VOTING POWER	0
	7. SOLE DISPOSITIVE POWER	635,815
	8. SHARED DISPOSITIVE POWER	0

Aggregate Amount Beneficially Owned by Each Reporting Person

635,815

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

12.3%

12.

Type of Reporting Person (See Instructions)

Page 2 of 8

CUSIP No. 968235200

Names of Reporting Persons

Omni Holdings Management, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Citizenship or Place of Organization

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5. SOLE VOTING POWER	635,815
	6. SHARED VOTING POWER	0
	7. SOLE DISPOSITIVE POWER	635,815
	8. SHARED DISPOSITIVE POWER	0

Aggregate Amount Beneficially Owned by Each Reporting Person

635,815

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

12.3%

12.

Type of Reporting Person (See Instructions)

Page 3 of 8

CUSIP No. 968235200

Names of Reporting Persons

Rajesh Gupta

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Citizenship or Place of Organization

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5. SOLE VOTING POWER	635,815
	6. SHARED VOTING POWER	0
	7. SOLE DISPOSITIVE POWER	635,815
	8. SHARED DISPOSITIVE POWER	0

Aggregate Amount Beneficially Owned by Each Reporting Person

635,815

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.

Percent of Class Represented by Amount in Row (9)

12.3%

12.

Type of Reporting Person (See Instructions)

Page 4 of 8

Item 1.

(a)

The name of the issuer is Wilhelmina International, Inc. (the “Issuer”).

(b)

The principal executive offices of the Issuer are located at 5420 Lyndon B Johnson Freeway, Box #25, Dallas TX 75240.

Item 2.

(a)

This Schedule 13G/A2 is filed by the following (the “Reporting Persons”): (1) Omni Retail Enterprises, LLC (“ORE”); (2) Omni Holdings Management, LLC (“OHM”); and (3) Mr. Rajesh Gupta (“Mr. Gupta”). Effective February 22, 2024, OHM is the sole manager of ORE. Mr. Gupta is the sole member of OHM. ORE directly beneficially owns the Common Stock (as defined below) reported in this Statement. OHM and Mr. Gupta may be deemed to beneficially own the Common Stock directly beneficially owned by ORE. Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.

(b)

The principal business office of the Reporting Persons is 424 Fort Hill Drive, Suite 144, Naperville, IL 60540.

(c)

For citizenship information see Item 4 of the cover page of each Reporting Person.

(d)

This statement relates to the Common Stock, $0.01 par value per share, of the Issuer (the “Common Stock”).

(e)

The CUSIP Number of the Common Stock is 968235200.

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)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	o	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	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)	o	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:__________________________

Page 5 of 8

Item 4. Ownership.

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on the Event Date.

The percentages of beneficial ownership contained herein are based on 5,157,344 shares of Common Stock outstanding as of November 13, 2024, as reported by the Issuer in its Form 10-Q filed with the SEC on November 13, 2024.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Page 6 of 8

Item 10. Certification.

(a)

Not applicable.

(b)

Not applicable.

(c)

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.

Page 7 of 8

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.

Dated: November 18, 2024

Omni Retail Enterprises, LLC

Omni Holdings Management, LLC

By:

/s/ Rajesh Gupta

Name: Rajesh Gupta

Title: Authorized Signatory

/s/ Rajesh Gupta

Rajesh Gupta

Page 8 of 8

Wilhelmina International, Inc. SC 13G/A