| Item 1. | |
| (a) | Name of issuer:
GridAI Technologies Corp. |
| (b) | Address of issuer's principal executive offices:
777 Yamato Road, Suite 502, Boca Raton, Florida 33431 |
| Item 2. | |
| (a) | Name of person filing:
(i) Strategic EP, LLC, a Delaware limited liability company ("Strategic"); and
(ii) Alexander Chase Deitch ("Mr. Deitch").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Ordinary Shares reported herein. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 1050 Crowne Pointe Parkway, Suite 500, Atlanta, GA 30338. |
| (c) | Citizenship:
Strategic is a limited liability company organized under the laws of the State of Delaware. Mr. Deitch is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
33749P507 |
| 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) |  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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
209,541 shares of Common Stock
The share amounts and ownership percentages reported are based on 4,162,695 shares outstanding as of the date of this Schedule 13G, as verified with the issuer.
The Reporting Persons also hold (i) Common Warrants to purchase 1,355,233 shares of Common Stock, (ii) Pre-funded Warrants to purchase 202,617 shares of Common Stock, and (iii) Additional Warrants to purchase 33,333 shares of Common Stock. Each of these securities is subject to a beneficial ownership limitation of 4.99% or 9.99% (as applicable) of the Issuer's outstanding Common Stock. As a result of these limitations, the Reporting Person does not have the right to acquire the underlying shares within 60 days if such acquisition would result in beneficial ownership in excess of the applicable limitation. Accordingly, the underlying shares are not included in the number of shares beneficially owned for purposes of this Schedule 13G. |
| (b) | Percent of class:
5.00% |
| (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:
209,541
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
209,541
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
(a)