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.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
S2G Investments, LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Convertible Promissory Note for Series D Preferred Stock | -- | -- | -- |
| holding | Series A-1 Preferred Stock | -- | -- | -- |
| holding | Series A-2 Preferred Stock | -- | -- | -- |
| holding | Convertible Promissory Note for Series C-1 Preferred Stock | -- | -- | -- |
| holding | Convertible Promissory Note for Series C-2 Preferred Stock | -- | -- | -- |
| holding | Series B-1 Preferred Stock | -- | -- | -- |
| holding | Series B-2 Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Convertible Promissory Note for Series D Preferred Stock — 950,166 shares (Indirect, By S2G Builders Food & Agriculture Fund III, LP);
Series A-1 Preferred Stock — 234,498 shares (Indirect, By S2G Ventures Fund I, L.P.);
Series A-2 Preferred Stock — 188,683 shares (Indirect, By S2G Ventures Fund I, L.P.);
Convertible Promissory Note for Series C-1 Preferred Stock — 688,478 shares (Indirect, By S2G Ventures Fund II, L.P.);
Convertible Promissory Note for Series C-2 Preferred Stock — 1,180,868 shares (Indirect, By S2G Ventures Fund II, L.P.);
Series B-1 Preferred Stock — 546,040 shares (Indirect, By S2G Ventures Fund II, L.P.);
Series B-2 Preferred Stock — 1,726,216 shares (Indirect, By S2G Ventures Fund II, L.P.);
Common Stock — 127,497 shares (Indirect, By S2G Builders Food & Agriculture Fund III, LP)
Footnotes (5)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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.
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.