If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE
13D
1 |
NAME
OF REPORTING PERSON
Northern
Pacific Growth Investment Advisors, LLC I.D. No. 47-2737367 |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (See Instructions)
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Minnesota |
NUMBER
OF |
7 |
SOLE
VOTING POWER
1,614,438
(1)(2) |
SHARES
BENEFICIALLY
OWNED
BY |
8 |
SHARED
VOTING POWER
NONE |
EACH
REPORTING
PERSON |
9 |
SOLE
DISPOSITIVE POWER
1,614,438
(1)(2) |
WITH |
10 |
SHARED
DISPOSITIVE POWER
NONE |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,614,438
(1)(2)
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.15% |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
OO |
|
|
|
|
|
|
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) 12,500 shares of common stock, par value of $0.05 per share of the Issuer (as defined below) (the "Common Stock") are held directly by the Reporting Person (as defined below) and the remaining 1,614,438 shares of Common Stock are held indirectly by the Reporting Person through Lake Street Solar LLC ("Lake Street Solar").
(2) 301,587 of the shares of Common Stock beneficially owned by the Reporting Person indirectly through Lake Street Solar are being held in escrow by a third-party escrow agent, and will be distributed according to the terms of an escrow agreement that was entered into on March 28, 2022, by and among the Issuer and certain Pineapple Energy LLC ("Pineapple") shareholders (the "Escrow Agreement"), which states that if the volume weighted average trading price of the Common Stock for the 30 consecutive trading days beginning on April 4, 2022 ("VWAP") is $8.00 per share of Common Stock or higher, the Reporting Person shall receive all of the 301,587 escrowed shares of Common Stock; however, to the extent the VWAP is below $8.00, the number of shares of Common Stock to be issued shall be reduced in accordance with the formula outlined in Section 6(c)(ii) of the Escrow Agreement.
Item 1 – Security and Issuer
(a) This statement on Schedule 13D relates to the common stock of Pineapple Energy Inc., a Minnesota corporation (the "Issuer").
(b) The principal
executive offices of the Issuer are located at 315 East Lake Street, Suite 301, Wayzata, MN 55391.
Item 2 - Identity and Background
This Schedule 13D is being filed on behalf of Northern
Pacific Growth Investment Advisors, LLC, a Minnesota LLC (the “Reporting Person”). The address of the principal business office
of the Reporting Person is 315 East Lake Street Suite 301 Wayzata, MN 55391. The principal business occupation of the Reporting Person
is to make venture capital investments in private and public companies. The managing members and executive officers of the Reporting Person,
their respective business addresses and their respective countries of citizenship are set forth in Schedule A hereto.
During the last five years, the Reporting Person has
not, and to the best of the Reporting Person’s knowledge, none of the persons listed on Schedule A attached hereto has, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of
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 enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3 - Source and Amount of Funds or Other Consideration
The information in Item
4 is incorporated herein by reference. As discussed in further detail in Item 4, the shares of Common Stock acquired by the Reporting
Person were acquired (i) in exchange for units of Pineapple and (ii) as earn-out consideration.
Item 4 - Purpose of Transaction
Item 4 to Schedule 13D is amended to add, in pertinent part, as follows:
The Reporting Person sold an aggregate of 1,008,005 shares for a purchase
price of $0.0001 per share to certain purchasers pursuant to those certain Stock Transfer Agreements, dated as of January 24, 2022, by
and between the issuer and the purchasers identified therein.
Item 5. Interest in Securities of the Issuer
The
information in Item 4 is incorporated herein by reference. The aggregate number of shares of Common Stock to which this Schedule
13D/A relates is 1,614,438 shares of Common Stock beneficially owned by the Reporting Person, representing 17.15% of the 9,415,586 shares
outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2022.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information in Item 4 is incorporated herein
by reference. Other than the agreements described in Item 4, as amended by this Schedule 13D/A, as of the date hereof, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and between such persons and any person
with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
The filer must sign the filing and certify
that the information is true, complete and correct. If the filer is an entity, the filing must be signed by an authorized officer.
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.
|
December 16, 2022 |
|
Date
/s/
Scott Honour |
|
Chief
Executive Officer of Northern Pacific Growth Investment Advisors, LLC |
|
|
Attention: Intentional misstatements or omissions of fact
constitute Federal Criminal violations (See 18 U.S.C. 1001)
Schedule A
The managing members and executive officers of Northern Pacific
Growth Investment Advisors, LLC are listed in the table below, along with the citizenship of each managing member and executive
officer. The principal business address of each managing member and executive officer is 315 East Lake Street Suite 301 Wayzata,
MN 55391.
Name |
Position |
Citizenship |
Scott Honour |
Chief Executive Officer and Managing Member |
United States |
Corey Campbell |
Chief Financial Officer |
United States |
Jeffrey Greiner |
Managing Member |
United States |