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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001213900-24-097577 0002043397 XXXXXXXX LIVE 1 Common Stock, $0.001 par value per share 12/12/2024 false 0001800637 00853E404 Agrify Corporation 2468 Industrial Row Dr Troy MI 48084 Bret Kravitz 3124716720 325 West Huron Street Suite 700 Chicago IL 60654 0002043397 N RSLGH, LLC AF N DE 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 OO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. Y CORE GROWTH, LLC AF N DE 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 OO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. Y WELLNESS MGMT, LLC AF N CA 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 OO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. Y FOR SUCCESS HOLDINGS COMPANY AF N DE 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 OO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. 0001738584 N VCP23, LLC AF N DE 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 OO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. Y GTI23, INC. AF N DE 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 OO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. 0001795139 N GREEN THUMB INDUSTRIES INC. WC N A1 0.00 7021863.00 0.00 7021863.00 7021863.00 N 49.99 CO This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days. Common Stock, $0.001 par value per share Agrify Corporation 2468 Industrial Row Dr Troy MI 48084 SCHEDULE 13D - EXPLANATORY NOTE This Amendment No. 1 to the statement on Schedule 13D ("Amendment No. 1") amends the Schedule 13D originally filed by the Reporting Persons (as defined herein) on November 13, 2024 (the "Schedule 13D"), and relates to the shares of common stock, par value $0.001 ("Common Stock") of Agrify Corporation (the "Company" or the "Issuer") beneficially owned by (1) RSLGH, LLC, a Delaware limited liability company ("RSLGH"); (2) Core Growth, LLC, a Delaware limited liability company and the sole member of RSLGH ("Core Growth"); (3) Wellness Mgmt, LLC, a California limited liability company and the sole member of Core Growth ("Wellness Mgmt"); (4) For Success Holdings Company, a Delaware corporation and the sole member of Wellness Mgmt ("For Success Holdings"); (5) VCP23, LLC, a Delaware limited liability company and the sole shareholder of For Success Holdings ("VCP23"); (6) GTI23, Inc., a Delaware corporation and the sole member of VCP23 ("GTI23"); and (7) Green Thumb Industries Inc., a British Columbia corporation and the sole shareholder of GTI23 ("GTI" or "Green Thumb") (RSLGH, Core Growth, Wellness Mgmt, For Success Holdings, VCP23, GTI23 and GTI, collectively, the "Reporting Persons"). In accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D. N/A N/A N/A N/A N/A N/A In aggregate, the Reporting Persons are deemed to have voting and dispositive power over 7,021,863 shares of Common Stock of the Company. The Acquired Warrant was acquired for the Warrant Purchase Price (as such terms are defined in Item 4). The Warrant Purchase Price was paid out of the working capital of GTI. As of the date of this filing, the Reporting Persons have no margin or other loans outstanding secured by Common Stock. N/A N/A N/A N/A N/A N/A See the disclosure in Item 4 and Item 5 above, which is incorporated into this Item 6, and see the joint filing agreement of the Reporting Persons. 99.1 - https://www.sec.gov/Archives/edgar/data/1800637/000121390024097577/ea022100501ex99-1_agrify.htm 99.2 - https://www.sec.gov/Archives/edgar/data/1800637/000121390024097577/ea022100501ex99-2_agrify.htm 99.3 - https://www.sec.gov/Archives/edgar/data/1800637/000121390024094613/ea022010001ex4-1_agrify.htm 99.4 - Purchase Agreement, dated December 12, 2024, between RSLGH, LLC and Double or Nothing, LLC RSLGH, LLC /s/ Bret Kravitz Bret Kravitz/Corporate Secretary 12/16/2024 CORE GROWTH, LLC /s/ Benjamin Kovler Benjamin Kovler/Authorized Signatory 12/16/2024 WELLNESS MGMT, LLC /s/ Benjamin Kovler Benjamin Kovler/Authorized Signatory 12/16/2024 FOR SUCCESS HOLDINGS COMPANY /s/ Benjamin Kovler Benjamin Kovler/CEO & President 12/16/2024 VCP23, LLC /s/ Benjamin Kovler Benjamin Kovler/Manager 12/16/2024 GTI23, INC. /s/ Benjamin Kovler Benjamin Kovler/Director & Authorized Signatory 12/16/2024 GREEN THUMB INDUSTRIES INC. /s/ Benjamin Kovler Benjamin Kovler/Chairman and Chief Executive Officer 12/16/2024