0001493152-22-002283.txt : 20220126 0001493152-22-002283.hdr.sgml : 20220126 20220126155927 ACCESSION NUMBER: 0001493152-22-002283 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220126 DATE AS OF CHANGE: 20220126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Grown Rogue International Inc. CENTRAL INDEX KEY: 0001463000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85126 FILM NUMBER: 22557789 BUSINESS ADDRESS: STREET 1: 1 KING STREET WEST STREET 2: SUITE 1505 CITY: TORONTO STATE: A6 ZIP: M5H1A1 BUSINESS PHONE: 416 364 4039 MAIL ADDRESS: STREET 1: 1 KING STREET WEST STREET 2: SUITE 1505 CITY: TORONTO STATE: A6 ZIP: M5H1A1 FORMER COMPANY: FORMER CONFORMED NAME: Novicius Corp. DATE OF NAME CHANGE: 20170601 FORMER COMPANY: FORMER CONFORMED NAME: Intelligent Content Enterprises Inc. DATE OF NAME CHANGE: 20160209 FORMER COMPANY: FORMER CONFORMED NAME: Eagleford Energy Corp. DATE OF NAME CHANGE: 20141230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENGAL CATALYST FUND LP CENTRAL INDEX KEY: 0001868332 IRS NUMBER: 863294692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6608 E 2ND STREET CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 206-427-4568 MAIL ADDRESS: STREET 1: 6608 E 2ND STREET CITY: SCOTTSDALE STATE: AZ ZIP: 85251 SC 13G 1 formsc13g.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No__)
 
  GROWN ROGUE INTERNATIONAL INC.  
(Name of Issuer)
 
  Common Stock, no par value  
(Title of Class of Securities)

 

 

39986R106

 
(CUSIP Number)

 

 

December 9, 2021

 
(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)

 

*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 the 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).

 

 

 

 

 

 

 

1.

 

NAME OF REPORTING PERSON

Bengal Catalyst Fund LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) [  ]  

(b) [  ]  

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

13,473,000

 

6.

 

SHARED VOTING POWER

N/A

 

7.

 

SOLE DISPOSITIVE POWER

13,473,000

 

8.

 

 

SHARED DISPOSITIVE POWER

N/A

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,473,000

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.6% (1)

 

12.

 

TYPE OF REPORTING PERSON PN

 

 

  (1) Based on 157,248,716 outstanding shares of common stock of the Issuer as of December 7, 2021.

 

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Item 1(a). Name of Issuer: Grown Rogue International Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices: 340 Richmond Street West, Toronto, Ontario, Canada M5V 1X2

 

Item 2(a). Name of Person Filing: Bengal Capital Fund LP

 

Item 2(b). Address of Principal Business Office or, if none, Residence: 6608 E 2ND Street, Scottsdale, Arizona 85251

 

Item 2(c). Citizenship: Delaware

 

Item 2(d). Title of Class of Securities: Common Stock, no par value

 

Item 2(e). CUSIP No.: 39986R106

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ☐ Broker or dealer registered under Section 15 of the Exchange Act;

 

  (b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

  (c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

  (d) ☐ Investment Company registered under Section 8 of the Investment Company Act;

 

  (e) ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ☐ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

  (k) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

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Item 4. Ownership:

 

(a) Amount beneficially owned: 13,473,000

 

(b) Percent of class: 8.6% (1)

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote: 13,473,000

 

(ii) Shared power to vote or to direct the vote: 0

 

(iii) Sole power to dispose or to direct the disposition of: 13,473,000

 

(iv) Shared power to dispose or to direct the disposition of: 0

 

(1) Based on 157,248,716 outstanding shares of common stock of the Issuer as of December 7, 2021.

 

Item 5. Ownership of 5 Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

Item 6. Ownership of More than 5 Percent on Behalf of another Person

 

N/A

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

N/A

 

Item 8. Identification and Classification of Members of the Group

 

N/A

 

Item 9. Notice of Dissolution of Group

 

N/A

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 26, 2022  
   
Bengal Catalyst Fund LP   
   
/s/ Gerald Derevyanny  
By: Gerald Derevyanny  
Its: Principal  

 

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