CUSIP No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Partners, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
335,615,365
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
335,615,365
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,615,365
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
|
|
|
|
| (1) | Includes
(a) an aggregate of 282,744,182 Class B Subordinate Voting Shares (“Shares”)
issuable upon conversion of the outstanding principal and accrued interest of Convertible
Notes as of October 31, 2022, and (b) an aggregate of 52,871,183 Shares issuable upon
exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green GP 1, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
35,431,475
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
35,431,475
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,431,475
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 28,380,848 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 7,050,627 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green GP II, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
92,036,902
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
92,036,902
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,036,902
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 85,760,642 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 6,276,260 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV IV GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
133,110,495
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
133,110,495
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,110,495
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 131,238,939 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 1,871,556 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV VI GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
75,036,493
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
75,036,493
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,036,493
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 37,363,753 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 37,672,740 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund 1 HoldCo, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
7,085,409
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
7,085,409
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,085,409
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 5,675,460 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 1,409,949 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund 1 (Q) HoldCo, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
28,346,066
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
28,346,066
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,346,066
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 22,705,388 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 5,640,678 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund II HoldCo, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
13,494,219
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
13,494,219
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,494,219
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 12,574,224 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 919,995 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund II (Q) HoldCo, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
78,542,683
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
78,542,683
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,542,683
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 73,186,418 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 5,356,265 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham Green Partners SPV IV HoldCo, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
133,110,495
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
133,110,495
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,110,495
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 131,238,939 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 1,871,556 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV VI HoldCo, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
75,036,493
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
75,036,493
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,036,493
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 37,363,753 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 37,672,740 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund 1, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
7,085,409
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
7,085,409
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,085,409
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
|
|
|
| (1) | Includes
(a) an aggregate of 5,675,460 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 1,409,949 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund 1 (Q), L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
28,346,066
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
28,346,066
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,346,066
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
|
|
|
| (1) | Includes
(a) an aggregate of 22,705,388 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 5,640,678 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund II, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
13,494,219
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
13,494,219
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,494,219
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
|
|
|
| (1) | Includes
(a) an aggregate of 12,574,224 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 919,995 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Fund II (Q), L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
78,542,683
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
78,542,683
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,542,683
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
|
|
|
| (1) | Includes
(a) an aggregate of 73,186,418 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 5,356,265 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV IV, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
133,110,495
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
133,110,495
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,110,495
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
|
|
|
| (1) | Includes
(a) an aggregate of 131,238,939 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 1,871,556 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV VI, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
75,036,493
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
75,036,493
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,036,493
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
|
|
|
| (1) | Includes
(a) an aggregate of 37,363,753 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 37,672,740 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
CUSIP
No. 58507M107
1 |
NAMES
OF REPORTING PERSONS
Jason
Adler |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
335,615,365
shares (1) |
9 |
SOLE
DISPOSITIVE POWER
0
shares |
10 |
SHARED
DISPOSITIVE POWER
335,615,365
shares (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,615,365
shares (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.5%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
|
|
|
| (1) | Includes
(a) an aggregate of 282,744,182 Shares issuable upon conversion of the outstanding principal
and accrued interest of Convertible Notes as of October 31, 2022, and (b) an aggregate
of 52,871,183 Shares issuable upon exercise of Warrants. |
| (2) | Calculated
based on 1,301,683,764 Shares outstanding as of October 31, 2022. |
Explanatory
Note
The
Reporting Persons (as defined below) previously filed a Schedule 13G on February 16, 2021, as amended on June 10, 2021
and August 27, 2021, to report their beneficial ownership of Class B Subordinate Voting Shares (the “Shares”) of MedMen
Enterprises Inc. underlying Convertible Notes and Warrants issued pursuant to the terms of the Fourth Amended and Restated Securities
Purchase Agreement dated August 17, 2021 among MedMen Enterprises Inc., each Credit Party and Holders Signatory thereto. Pursuant
to the Fourth A&R Facility (as defined below), all accrued and unpaid interest thereunder may be converted into Shares of MedMen
Enterprises Inc. Based on accrued payment-in-kind interest as of October 31, 2022 together with outstanding principal amount of
Convertible Notes and Warrants issued pursuant to the Fourth A&R Facility, the Reporting Persons may be deemed to beneficially own
in excess of 20% of the Class B Subordinate Voting Shares. In addition, this Schedule 13D also reflects the issuance of Top-Up Warrants
(as defined below) exercisable for an aggregate of 1,472,127 Shares and the expiration of Warrants exercisable for an aggregate of 354,827
Shares. The Reporting Persons are filing this statement on Schedule 13D pursuant to Section 13(d) of the Exchange Act of 1934,
as amended, and Rule 13d-1(f) thereunder.
Item 1. |
Security
and Issuer |
This
Schedule 13D relates to Class B Subordinate Voting Shares (the “Shares”) of MedMen Enterprises Inc. (the “Issuer”).
The address of the principal executive office of the Issuer is 10115 Jefferson Boulevard, Culver City, CA 90232.
Item 2. |
Identity
and Background |
| (a) | This
Statement is being filed on behalf of each of the following persons (collectively, the “Reporting
Persons”) with the place of organization or citizenship, as applicable, indicated next
to each Reporting Person: |
| ● | Gotham
Green Partners, LLC |
The
HoldCos Managers
| ● | Gotham
Green Partners SPV IV GP, LLC |
| ● | Gotham
Green Partners SPV VI GP, LLC |
The
HoldCos
| ● | Gotham
Green Fund 1 HoldCo, LLC |
| ● | Gotham
Green Fund 1 (Q) HoldCo, LLC |
| ● | Gotham
Green Fund II HoldCo, LLC |
| ● | Gotham
Green Fund II (Q) HoldCo, LLC |
| ● | Gotham
Green Partners SPV IV HoldCo, LLC |
| ● | Gotham
Green Partners SPV VI HoldCo, LLC |
The
Funds
| ● | Gotham
Green Fund 1, L.P. |
| ● | Gotham
Green Fund 1 (Q), L.P. |
| ● | Gotham
Green Fund II, L.P. |
| ● | Gotham
Green Fund II (Q), L.P. |
| ● | Gotham
Green Partners SPV IV, L.P. |
| ● | Gotham
Green Partners SPV VI, L.P. |
| (b) | The
address of the principal business office of the Reporting Persons is 1437 4th Street, Suite
200, Santa Monica, CA 90401. |
| (c) | Gotham
Green Partners, LLC is the SEC registered investment adviser to the Funds. Gotham Green GP
1 LLC is the manager of Gotham Green Fund 1 HoldCo, LLC and Gotham Green Fund 1(Q) HoldCo,
LLC, and also the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q),
L.P. Gotham Green GP II, LLC is the manager of Gotham Green Fund II HoldCo, LLC and Gotham
Green Fund II(Q) HoldCo, LLC, and also the general partner of Gotham Green Fund II, L.P.
and Gotham Green Fund II (Q), L.P. Gotham Green Partners SPV IV GP, LLC is the manager of
Gotham Green Partners SPV IV HoldCo, LLC, and also the general partner of Gotham Green Partners
SPV IV, L.P. Gotham Green Partners SPV VI GP, LLC is the manager of Gotham Green Partners
SPV VI HoldCo, LLC and the general partner of Gotham Green Partners SPV VI, L.P. (the managers
of the HoldCos, the “HoldCos Managers”). Each of Gotham Green Fund 1, L.P., Gotham
Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham
Green Partners SPV IV, L.P., and Gotham Green Partners SPV VI, L.P. is the sole member of
its respective HoldCo. Each HoldCo also has an independent committee that has exclusive control
over operational and governance decisions of the Issuer, to the extent applicable, that each
HoldCo may be able to influence as a result of its holding of Issuer securities. Jason Adler
is the Managing Member of each HoldCo Manager and Gotham Green Partners, LLC. Each Reporting
Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership
of any Shares held by the other Reporting Persons. In addition, the filing of this Schedule 13D
on behalf of Gotham Green Partners, LLC should not be construed as an admission that it is,
and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the
Securities Act, of any of the Shares covered by this Schedule 13D. |
“HoldCos”
mean Gotham Green Fund 1 HoldCo, LLC, Gotham Green Fund 1 (Q) HoldCo, LLC, Gotham Green Fund II HoldCo, LLC, Gotham Green Fund II (Q)
HoldCo, LLC, Gotham Green Partners SPV IV HoldCo, LLC, and Gotham Green Partners SPV VI HoldCo, LLC.
“Funds”
mean Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green
Partners SPV IV, L.P., and Gotham Green Partners SPV VI, L.P.
The
Reporting Persons are either holding companies without operations, or are principally engaged in the business of investment management
or making, purchasing, selling and holding investments. The Funds acquired the Convertible Notes and Warrants from the Issuer pursuant
to the Fourth Amended and Restated Securities Purchase Agreement dated as of August 17, 2021 (the “Fourth A&R Facility”).
| (e) | During
the last five years, none of the Reporting Persons, or to their knowledge any of the executive
officers of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), (ii) 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. |
| (f) | See
Item 6 of the cover pages for citizenship or place of organization of each Reporting
Person. |
Item 3. |
Source
and Amount of Funds or Other Consideration |
On
August 17, 2021, the Funds entered into the Fourth Amended and Restated Securities Purchase Agreement dated as of August 17,
2021 between the Issuer and certain investors (the “Fourth A&R Facility”), pursuant to which the Reporting Persons beneficially
own Warrants with current exercise prices per share ranging from $0.1529 and $1.1667 (the “Facility Warrants’) and Convertible
Notes, the principal amounts of which have conversion prices per share ranging from $0.1529 to $0.34 (the “Convertible Notes”).
The principal amount of the Convertible Notes and interest accrued thereunder are convertible into the Shares of the Issuer. As of October 31,
2022, the aggregate amount outstanding under the Convertible Notes beneficially owned by the Reporting Persons, including accrued interest,
was approximately $52.0 million. On March 4, 2022, the Issuer issued Warrants that are held by the HoldCos exercisable for an aggregate
of 1,472,127 Shares at an exercise per share of $0.1615 pursuant to the terms of a top-up right in the Fourth A&R Facility (the “Top-up
Warrants” and together with the Facility Warrants, the “Warrants”), which was triggered by the issuance of Shares by
the Issuer in connection with the Sixth Modification to Senior Secured Commercial Loan Agreement, dated February 2, 2022, with Hankey
Capital, LLC, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on February 3, 2022. No consideration was paid by the Reporting Persons for the issuance of the Top-up Warrants.
Item 4. |
Purpose
of Transaction |
The
information set forth in Item 3 is incorporated by reference in its entirety into this Item 4.
The
Reporting Persons acquired the securities reported herein for investment purposes, except as set forth herein. The Reporting Persons
intend to review on a continuing basis their investment in the Issuer. The Reporting Persons may communicate with the Issuer Board, members
of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or
otherwise work with management and the Issuer Board with a view to maximizing stockholder value. Subject to the agreements described
herein, the Reporting Persons may seek to sell or otherwise dispose some or all of the Issuer’s securities (which may include distributing
some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time,
and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into
securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise. Subject
to the agreements described herein, any transaction that the Reporting Persons may pursue may be made at any time and from time to time
without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s
securities, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment
and business opportunities available to such Reporting Person, general industry and economic conditions, the securities markets in general,
tax considerations and other factors deemed relevant by the Reporting Person. Except as described in this Schedule 13D, the Reporting
Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any
time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans and may
seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time
consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5. |
Interest
in Securities of the Issuer |
(a)
and (b). Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference n this Item 5.
The
information set forth in Item 4 is hereby incorporated by reference into this Item 5.
Each
Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Shares held by the other
Reporting Persons. In addition, the filing of this Schedule 13D by Jason Adler and Gotham Green Partners, LLC should not be construed
as an admission that either is, and each disclaims that they are, a beneficial owner, as defined in Rule 13d-3 under the Securities
Act, of any of the Shares covered by this Schedule 13D.
(c)
During the past 60 days, the Reporting Persons did not conduct transactions in the Shares except as described herein.
(d)
To the knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders
of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.
(e)
Not applicable.
Item 6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The
information set forth or incorporated in Items 3, 4 and 5 hereof is incorporated herein by reference into this Item 6.
On
August 17, 2021, the Gotham Funds entered into an Assignment and Assumption Agreement with Superhero Acquisition L.P. pursuant to
which, among other things, the Funds sold, assigned, transferred, and delivered to Superhero Acquisition L.P., and Superhero Acquisition
L.P. purchased and assumed from the Funds and other investors, approximately $165.8 million of senior secured convertible notes and warrants
that were outstanding under a previous facility with the Issuer.
On
August 17, 2021, in connection with the transfer described above, the Funds entered into the Fourth A&R Facility with the Issuer
whereby certain terms were amended and restated, including, among other things, extension of the maturity date of the Convertible Notes
to August 17, 2028, replacement of interest payable in cash with paid-in-kind interest, elimination of certain repricing provisions
that apply to the Convertible Notes and Warrants, elimination and revision of certain restrictive covenants and amendment of the minimum
liquidity covenant. The Fourth A&R Facility also includes affirmative and negative covenants, including restrictions on the following:
incurring liens and debt, selling assets, conducting mergers, investments and affiliate transactions and making certain equity distributions,
in each case, subject to customary exceptions.
Accrued
paid-in-kind interest will be convertible at the higher of (i) the per Share volume-weighted average price of the Shares on the Canadian
Securities Exchange (or, if not listed on the Canadian Securities Exchange, such other recognized stock exchange or quotation system
on which the Shares are listed for trading) for the period from the scheduled open of trading until the scheduled close of trading of
the primary trading session over the thirty (30) consecutive trading days prior to and including the relevant interest payment date,
determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, and (ii)
the price per share determined using the lowest discounted price available pursuant to the pricing policies of the Canadian Securities
Exchange or otherwise permitted by the Canadian Securities Exchange. Following the Fourth A&R Facility, the Convertible Notes held
by the holders on the effective date of the Fourth A&R Facility may not be prepaid without the prior written consent of the collateral
agent until legalization of the general cultivation, distribution and possession of marijuana at the federal level in the United States,
or the removal of the regulation of such activities from the U.S. federal laws, following which any such prepayment shall require no
less than six months’ notice from the Issuer to the holders of such Convertible Notes.
The
Fourth A&R Facility also provides the holders of the Convertible Notes with a top-up right upon the issuance by the Issuer of certain
Shares, or securities convertible, exchangeable or exercisable for Shares, in the form of warrants to acquire additional Shares, intended
generally to maintain their “as converted” equity interest, and a pre-emptive right with respect to certain future equity
financings of the Company, subject to certain exceptions. The Issuer also agreed to file with the SEC a registration statement on Form
S-1 registering for resale the Shares underlying the Convertible Notes and Warrants.
An
event of default may result in the accelerated maturity of all amounts outstanding under the Convertible Notes and also an increase in
the interest rate under the Fourth A&R Facility by up to 3% per annum. An event of default includes but is not limited to failure
to pay any amounts owed pursuant to the Fourth A&R Facility, failure to comply with covenants, the filing of certain judgements and
liens against the Company, filing of bankruptcy, prohibition by a governmental authority to conduct the Company’s material business
or a material adverse change to business, loss of a cannabis license that results in a material adverse effect, default under any material
agreement, a change of control, or de-listing from a securities stock exchange.
On
August 17, 2021, GGP also entered into a Board Nomination Rights Agreement with the Issuer pursuant to which so long as GGP and
certain associated investors’ diluted ownership percentage of the Issuer is at least 10%, GGP will be entitled to designate one
individual to be nominated to serve as a director of the Issuer. As of October 31, 2022, GGP has not exercised this right.
The
foregoing descriptions of the Fourth A&R Facility, Convertible Notes, Warrants, Board Nomination Rights Agreement and Assignment
and Assumption Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such
documents, copies of which are being incorporated by reference as Exhibits 1, 1(a), 1(b), 2 and 3, respectively, in Item 7 of this
Schedule 13D and are incorporated herein by reference.
Except
for the agreements described in this Item 6 described above, to the knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect
to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities.
Item 7. |
Material
to Be Filed as Exhibits |
Exhibit
1 |
Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 among MedMen Enterprises Inc., each Credit Party and Holders Signatory thereto and Gotham Green Admin 1, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-56199) filed by MedMen Enterprises Inc. with the SEC on August 20, 2021). |
Exhibit
1(a) |
Fourth Amended and Restated Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Current Report, on Form 8-K (File No. 000-56199) filed by MedMen Enterprises Inc. with the SEC on August 20, 2021). |
Exhibit
1(b) |
Amended and Restated Warrant (incorporated by reference to Exhibit 10.1 to the Current Report, on Form 8-K (File No. 000-56199) filed by MedMen Enterprises Inc. with the SEC on August 20, 2021). |
Exhibit
2 |
Nomination Rights Agreement dated August 17, 2021 between MedMen Enterprises Inc,. and Gotham Green Partners, LLC (incorporated by reference to Exhibit 10.24(a) to the Registration Statement on Form S-1 (File No: 333-256912) filed by MedMen Enterprises Inc. with the SEC on October 29, 2021). |
Exhibit
3 |
Assignment and Assumption Agreement dated as of August 17, 2021, by and among Tilray, Superhero LP, and the Gotham Funds (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q (File No. 000-38594) filed by Tilray with the SEC on October 7, 2021). |
Exhibit
4 |
Joint
Filing Agreement |
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 10, 2022
GOTHAM GREEN PARTNERS, LLC
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GOTHAM GREEN FUND 1 HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP 1, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN GP 1, LLC |
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GOTHAM GREEN FUND 1 (Q) HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP 1, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN GP II, LLC |
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GOTHAM GREEN FUND II HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP II, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN PARTNERS SPV IV GP, LLC |
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GOTHAM GREEN FUND II (Q) HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP II, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN PARTNERS SPV VI GP, LLC |
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GOTHAM GREEN PARTNERS SPV IV HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green Partners SPV IV GP, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN PARTNERS SPV VI HOLDCO, LLC |
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GOTHAM GREEN FUND II (Q), L.P.
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By: |
Gotham Green Partners SPV VI GP, LLC |
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By:
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Gotham Green GP II, LLC |
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By: |
/s/ Jason Adler |
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By:
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/s/ Jason Adler |
Name: |
Jason Adler |
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Name: |
Jason Adler |
Title: |
Managing Member |
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Title: |
Managing Member |
GOTHAM GREEN FUND 1, L.P. |
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GOTHAM GREEN PARTNERS SPV IV, L.P.
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By: |
Gotham Green GP 1, LLC |
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By:
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Gotham Green Partners SPV IV GP, LLC |
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By: |
/s/ Jason Adler |
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By:
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/s/ Jason Adler |
Name: |
Jason Adler |
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Name: |
Jason Adler |
Title: |
Managing Member |
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Title: |
Managing Member |
GOTHAM GREEN FUND 1 (Q), L.P. |
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GOTHAM GREEN PARTNERS SPV VI, L.P.
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By: |
Gotham Green GP 1, LLC |
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By:
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Gotham Green Partners SPV VI GP, LLC |
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By: |
/s/ Jason Adler |
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By:
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/s/ Jason Adler |
Name: |
Jason Adler |
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Name: |
Jason Adler |
Title: |
Managing Member |
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Title: |
Managing Member |
GOTHAM GREEN FUND II, L.P. |
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/s/ Jason Adler
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JASON ADLER |
By: |
Gotham Green GP II, LLC |
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By: |
/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
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| Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
Exhibit
4
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
November 10,
2022
GOTHAM GREEN PARTNERS, LLC
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GOTHAM GREEN FUND 1 HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP 1, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN GP 1, LLC
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GOTHAM GREEN FUND 1 (Q) HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP 1, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN GP II, LLC
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GOTHAM GREEN FUND II HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP II, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN PARTNERS SPV IV GP, LLC
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GOTHAM GREEN FUND II (Q) HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green GP II, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN PARTNERS SPV VI GP, LLC
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GOTHAM GREEN PARTNERS SPV IV HOLDCO, LLC
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By: |
/s/ Jason Adler |
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By:
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Gotham Green Partners SPV IV GP, LLC |
Name: |
Jason Adler |
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Title: |
Managing Member |
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By:
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/s/ Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
GOTHAM GREEN PARTNERS SPV VI HOLDCO, LLC
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GOTHAM GREEN FUND II (Q), L.P.
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By: |
Gotham Green Partners SPV VI GP, LLC |
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By:
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Gotham Green GP II, LLC |
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By: |
/s/ Jason Adler |
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By:
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/s/ Jason Adler |
Name: |
Jason Adler |
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Name: |
Jason Adler |
Title: |
Managing Member |
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Title: |
Managing Member |
GOTHAM GREEN FUND 1, L.P.
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GOTHAM GREEN PARTNERS SPV IV, L.P.
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By: |
Gotham Green GP 1, LLC |
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By:
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Gotham Green Partners SPV IV GP, LLC |
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By: |
/s/ Jason Adler |
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By:
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/s/ Jason Adler |
Name: |
Jason Adler |
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Name: |
Jason Adler |
Title: |
Managing Member |
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Title: |
Managing Member |
GOTHAM GREEN FUND 1 (Q), L.P.
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GOTHAM GREEN PARTNERS SPV VI, L.P.
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By: |
Gotham Green GP 1, LLC |
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By:
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Gotham Green Partners SPV VI GP, LLC |
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By: |
/s/ Jason Adler |
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By:
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/s/ Jason Adler |
Name: |
Jason Adler |
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Name: |
Jason Adler |
Title: |
Managing Member |
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Title: |
Managing Member |
GOTHAM GREEN FUND II, L.P.
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|
/s/ Jason Adler |
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JASON ADLER |
By: |
Gotham Green GP II, LLC |
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By: |
/s/Jason Adler |
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Name: |
Jason Adler |
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Title: |
Managing Member |
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