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Subordinate Voting Shares, no par value
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(Title of Class of Securities)
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1
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NAMES OF REPORTING PERSONS
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Craig Perry
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF AND OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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Not Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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18,512,392(1)
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8
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SHARED VOTING POWER
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| 0 |
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9
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SOLE DISPOSITIVE POWER
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18,512,392(1)
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10
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SHARED DISPOSITIVE POWER
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| 0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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18,512,392(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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NOT APPLICABLE
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.3509%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| Item 1. |
Security and Issuer
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| (a) |
Title of Class of Securities:
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| (b) |
Name of Issuer:
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| (c) |
Address of Issuer’s Principal Executive Offices:
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| Item 2. |
Identity and Background
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| (a) |
Name of Reporting Person:
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| (b) |
Principal Business Address:
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| (c) |
Occupation, Employment and Other Information:
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| (d) |
Criminal convictions:
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| (e) |
Civil proceedings:
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| (f) |
Citizenship:
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| Item 3. |
Source and Amount of Funds or Other Consideration:
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| Item 4. |
Purpose of Transaction
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| Item 5. |
Interest in Securities of the Issuer:
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| (a) |
Number of shares as to which the Reporting Person has:
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| (i) |
Sole power to vote or to direct the vote: 18,512,392
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| (ii) |
Shared power to vote or to direct the vote: 0
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| (iii) |
Sole power to dispose or direct the disposition: 18,512,392
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| (iv) |
Shared power to dispose or direct the disposition: 0
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| (v) |
Aggregate amount of shares beneficially owned: 18,512,392
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| (vi) |
Percent of class represented in Item (v) above: 33.3509%
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| (b) |
See above.
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| (c) |
See Item 4.
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| (1) |
Consists of 677,931 Shares held directly by the Reporting Person, 14,917,397 Shares held indirectly by the Reporting Person through HB2 Energy, Inc., options exercisable to acquire 1,621,223 Shares, and units
of HB2 Origination, LLC exercisable to acquire 545,841 Shares, held indirectly by the Reporting Person through HB2 Energy, Inc., as well as 750,000 Shares held indirectly by The Vila Monte Irrevocable Trust (the “Trust Shares”). The
Reporting Person does not have voting or dispositive authority for the Trust Shares; the Reporting Person’s spouse has a pecuniary interest in the Trust Shares but has no voting or dispositive authority for the Trust Shares.
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| (2) |
The percentages used herein are calculated based upon 33,830,221 outstanding Shares as of May 15, 2023, 19,510,656 Shares issued on May 30 2023, and 2,167,064 Shares in aggregate
underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
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| Item 7. |
Material to Be Filed as Exhibits:
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Date: June 7, 2023
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/s/ Craig Perry
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Craig Perry
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