Washington, D.C. 20549
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*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 purposes of Section 18 of the Securities and Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other
provisions of the Act, (however, see the Notes).
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only) |
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YA II PN, Ltd. |
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(98-0615462) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
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3. |
SEC Use Only |
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|
4. |
Citizenship or Place of Organization: Cayman Islands |
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
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|
|
|
|
6 |
Shared Voting Power: |
1,668,065 |
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7. |
Sole Dispositive Power: |
0 |
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8. |
Shared Dispositive Power: |
1,668,065 |
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|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
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12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
|
|
I.R.S. Identification Nos. of above persons (entities only) |
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|
YA Global Investments II (U.S.), LP |
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(42-1766918) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
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3. |
SEC Use Only |
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|
|
4. |
Citizenship or Place of Organization: Delaware |
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
|
|
|
|
|
|
6 |
Shared Voting Power: |
1,668,065 |
|
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|
|
|
|
7. |
Sole Dispositive Power: |
0 |
|
|
|
|
|
|
8. |
Shared Dispositive Power: |
1,668,065 |
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|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
|
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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|
11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
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|
12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding shares of issuer’s
Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
|
|
I.R.S. Identification Nos. of above persons (entities only) |
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Yorkville Advisors Global, LP |
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(90-0860458) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
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3. |
SEC Use Only |
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|
4. |
Citizenship or Place of Organization: Delaware |
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
|
|
|
|
|
|
6 |
Shared Voting Power: |
1,668,065 |
|
|
|
|
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|
7. |
Sole Dispositive Power: |
0 |
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|
|
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|
8. |
Shared Dispositive Power: |
1,668,065 |
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|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
|
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
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|
11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
|
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|
|
12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only) |
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YA II GP, LP |
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(80-0827189)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
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3. |
SEC Use Only |
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|
4. |
Citizenship or Place of Organization: Delaware |
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
|
|
|
|
|
|
6 |
Shared Voting Power: |
1,668,065 |
|
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|
|
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|
7. |
Sole Dispositive Power: |
0 |
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|
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|
|
8. |
Shared Dispositive Power: |
1,668,065 |
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|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
|
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
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|
11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
|
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|
|
12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
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|
I.R.S. Identification Nos. of above persons (entities only) |
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|
YAII GP II,
LLC |
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(81-4908890)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization: Delaware |
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
|
|
|
|
|
|
6 |
Shared Voting Power: |
1,668,065 |
|
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|
|
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|
7. |
Sole Dispositive Power: |
0 |
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|
|
|
8. |
Shared Dispositive Power: |
1,668,065 |
|
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|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
|
|
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
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|
|
11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
|
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|
|
12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
|
|
I.R.S. Identification Nos. of above persons (entities only) |
|
|
|
|
|
Yorkville Advisors Global II, LLC |
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(81-4918579) |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
|
|
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|
3. |
SEC Use Only |
|
|
|
|
4. |
Citizenship or Place of Organization: Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
|
|
|
|
|
|
6 |
Shared Voting Power: |
1,668,065 |
|
|
|
|
|
|
7. |
Sole Dispositive Power: |
0 |
|
|
|
|
|
|
8. |
Shared Dispositive Power: |
1,668,065 |
|
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
|
|
11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
|
|
|
|
12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
CUSIP No. 395392103
|
1. |
Names of Reporting Persons. |
|
|
I.R.S. Identification Nos. of above persons (entities only) |
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|
Mark Angelo |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) x |
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(b) ¨ |
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3. |
SEC Use Only |
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|
4. |
Citizenship or Place of Organization: U.S.A. |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power: |
0 |
|
|
|
|
|
|
6. |
Shared Voting Power: |
1,668,065 |
|
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|
|
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|
7. |
Sole Dispositive Power: |
0 |
|
|
|
|
|
|
8. |
Shared Dispositive Power: |
1,668,065 |
|
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,668,065 |
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
|
|
11. |
Percentage of Class Represented by Amount in Row (9): 9.45* |
|
|
|
|
12. |
Type of Reporting Person (See Instructions): OO |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
Item 1.
The Greenrose Holding Company Inc.
| (b) | Address of Issuer’s
Principal Executive Offices: |
111 Broadway, Amityville,
NY 11701
| Item 2. | Identity and Background. |
| (a) | Name
of Person Filing: |
YA II PN, Ltd.
| (b) | Address
of Principal Executive Office or, if none, Residence of Reporting Persons: |
1012 Springfield Ave.
Mountainside, NJ 07092
Cayman Islands
| (d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
395392103
| Item 3. | If the statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is: |
| (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 of the Act (15 U.S.C. 78o); |
| (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);
or |
| (k) | x |
Group, in accordance
with 240.13d(b)(1)(ii)(K). |
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 1,668,065 |
| (b) | Percentage of Class: 9.45* |
| (c) | Number of shares as to which the person has: |
| (i) | Sole Power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,668,065 |
| (iii) | Sole power to dispose or to direct the disposition: 0 |
| (iv) | Shared power to dispose or to direct the disposition: 1,668,065 |
* Calculation based on 17,649,561 outstanding
shares of issuer’s Common Stock as of the date of this report, of which 1,668,065 are directly owned by the reporting person.
| 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. |
The
reporting persons directly or indirectly own an aggregate of 1,668,065, or 9.45%, shares of Common Stock of Greenrose Holding Co
Inc. as of September 22, 2022. YA II PN Ltd. (“YA II”) and the other reporting persons shared the power to vote and dispose
any such Common Stock.
Direct
beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly
held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of Greenrose Holding Co
Inc. (“Greenrose”)):
·
YA II PN, Ltd. – 1,668,065
·
YA Global Investments II (U.S.), LP – 0
·
Yorkville Advisors Global, LP – 0
·
Yorkville Advisors Global II, LLC – 0
·
YA II GP, LP – 0
·
YAII GP II, LLC -- 0
·
Mark Angelo – 0
Indirect beneficial ownership:
n/a
Solely for purposes of this
filing, all of the reporting persons are deemed to be affiliated parties and therefore any shares of Common Stock beneficially owned
by one reporting person are deemed to be held by all other reporting persons.
Below is a description of
the relationship among the reporting persons:
YA II PN, Ltd. (“YA
II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global,
LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor
GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA
Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment
decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and
Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Common Shares.
For purposes of this filing,
each of the reporting persons is deemed an affiliate of each other reporting person.
| 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
| Item 8. | Identification and Classification of Member Group |
See Item 6.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
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 participant in any transaction having that purpose or effect.
Additional Information:
Each Reporting Person disclaims
beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an
admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
Dated: September 22, 2022
REPORTING
PERSON: |
|
YA II PN, Ltd. |
|
By: |
/s/ Robert Munro |
|
|
|
|
|
Robert Munro |
|
Chief Compliance Officer |
|
YA Global Investments II (U.S.), Ltd. |
|
By: |
/s/ Robert Munro |
|
|
|
|
|
Robert Munro |
|
Chief Compliance Officer |
|
Yorkville Advisors Global, LP |
|
By: Yorkville Advisors Global, LLC |
Its: General Partner |
|
By: |
/s/ Robert Munro |
|
|
|
|
|
Robert Munro |
|
Chief Compliance Officer |
|
Yorkville Advisors Global II, LLC |
|
By: |
/s/ Robert Munro |
|
|
|
|
|
Robert Munro |
|
Chief Compliance Officer |
|
YA II GP, LP |
|
By: YAII GP II, LLC |
Its: General Partner |
|
By: |
/s/ Robert Munro |
|
|
|
|
|
Robert Munro |
|
Chief Compliance Officer |
|
YAII GP II, LLC |
|
By: |
/s/ Robert Munro |
|
|
|
|
|
Robert Munro |
|
Chief Compliance Officer |