S2G Investments (OFRM) details indirect Once Upon a Farm equity and notes

Rhea-AI Filing Summary

S2G Investments, LLC, as a 10% owner of Once Upon a Farm, PBC (OFRM), reports indirect ownership of common and preferred interests in the company through affiliated funds. It indirectly holds 127,497 shares of common stock through S2G Builders Food & Agriculture Fund III, LP.

It also reports indirect holdings of several preferred and convertible instruments that are ultimately tied to OFRM common stock, including a convertible promissory note for Series D Preferred Stock representing 950,166 underlying common shares, and multiple series of preferred stock and convertible notes held through S2G Ventures Fund I, L.P. and S2G Ventures Fund II, L.P. The preferred stock has no expiration date and is convertible at S2G’s election into common stock, and will automatically convert into common stock for no additional consideration upon the closing of OFRM’s initial public offering, as described in the footnotes.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

S2G Investments, LLC

(Last) (First) (Middle)

210 N. CARPENTER STREET, SUITE 800

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	127,497	I	By S2G Builders Food & Agriculture Fund III, LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note for Series D Preferred Stock	(2)	(2)	Common Stock	950,166	(2)	I	By S2G Builders Food & Agriculture Fund III, LP(1)
Series A-1 Preferred Stock	(3)	(3)	Common Stock	234,498	(3)	I	By S2G Ventures Fund I, L.P.(1)
Series A-2 Preferred Stock	(3)	(3)	Common Stock	188,683	(3)	I	By S2G Ventures Fund I, L.P.(1)
Convertible Promissory Note for Series C-1 Preferred Stock	(4)	(4)	Common Stock	688,478	(4)	I	By S2G Ventures Fund II, L.P.(1)
Convertible Promissory Note for Series C-2 Preferred Stock	(5)	(5)	Common Stock	1,180,868	(5)	I	By S2G Ventures Fund II, L.P.(1)
Series B-1 Preferred Stock	(3)	(3)	Common Stock	546,040	(3)	I	By S2G Ventures Fund II, L.P.(1)
Series B-2 Preferred Stock	(3)	(3)	Common Stock	1,726,216	(3)	I	By S2G Ventures Fund II, L.P.(1)

Explanation of Responses:

1. The reporting person, S2G Investments, LLC, serves as the investment manager to each of S2G Ventures Fund I, L.P., S2G Ventures Fund II, L.P., and S2G Builders Food & Agriculture Fund III, LP (collectively, "the S2G Funds"). S2G Investments, LLC may be deemed to have beneficial ownership of the securities held directly by such entities. Each of the S2G Funds and the reporting person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

2. This note is convertible into shares of Series D Preferred Stock of the Issuer. The preferred stock of the Issuer has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.

3. The preferred stock of the Issuer has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.

4. This note is convertible into shares of Series C-1 Preferred Stock of the Issuer. The preferred stock of the Issuer has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.

5. This note is convertible into shares of Series C-2 Preferred Stock of the Issuer. The preferred stock of the Issuer has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.

	/s/ Sanjeev Krishnan, Authorized Signatory	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What ownership in Once Upon a Farm (OFRM) does S2G Investments, LLC report?

S2G Investments, LLC reports indirect beneficial ownership in Once Upon a Farm through several affiliated funds. This includes 127,497 common shares and multiple preferred and convertible note positions that reference additional underlying OFRM common stock.

How many Once Upon a Farm common shares does S2G indirectly hold through Builders Fund III?

S2G Investments, LLC reports indirect ownership of 127,497 OFRM common shares held by S2G Builders Food & Agriculture Fund III, LP. S2G acts as investment manager to this fund and may be deemed to share beneficial ownership to the extent of its pecuniary interest.

What OFRM-related exposure comes from S2G’s Series D Preferred convertible note?

A convertible promissory note for OFRM Series D Preferred Stock is reported, indirectly held through S2G Builders Food & Agriculture Fund III, LP. It is linked to 950,166 underlying OFRM common shares, reflecting the potential conversion into common stock as described.

Which S2G funds hold OFRM Series A and B preferred stock and related notes?

S2G Ventures Fund I, L.P. indirectly holds OFRM Series A-1 and Series A-2 Preferred Stock. S2G Ventures Fund II, L.P. indirectly holds Series B-1 and Series B-2 Preferred Stock, plus convertible promissory notes for Series C-1 and Series C-2 Preferred Stock.

How do Once Upon a Farm preferred shares and notes convert into common stock?

The filing states OFRM preferred stock has no expiration date and is convertible at S2G’s election into common stock. Upon the closing of OFRM’s initial public offering, these preferred shares will automatically convert into common stock for no additional consideration.

Does S2G Investments, LLC fully own all reported OFRM securities?

No. The filing explains S2G Investments, LLC acts as investment manager to several S2G funds that directly hold OFRM securities. Both the funds and S2G disclaim beneficial ownership beyond their respective pecuniary interests in those securities.