Pineapple Express Cannabis Co received a Schedule 13G filing showing that Alumni Capital LP, Alumni Capital GP LLC and Ashkan Mapar report shared beneficial ownership of 4,127,239 common shares, representing 9.99% of the outstanding class. The reported position arises from a Convertible Promissory Note dated March 18, 2021 that the Fund acquired on June 5, 2025, which may be converted into shares subject to a Beneficial Ownership Limitation that was increased to 9.99% by agreement with the issuer. The Fund currently holds 3,756,000 shares and has the right to acquire approximately 371,239 additional shares upon conversion (subject to the limitation). All Reporting Persons state they have no sole voting or dispositive power and disclose shared voting and dispositive power over the full 4,127,239 shares. The filing is signed by Ashkan Mapar as manager and controlling person.
Positive
Transparent disclosure of convertible note mechanics and ownership levels
Beneficial Ownership Limitation at 9.99% reduces risk of an immediate control change
Reporting Persons declare passive intent by filing under Schedule 13G
Negative
Conversion option could increase share count and dilute existing holders if exercised
Shared voting/dispositive power over 9.99% may influence votes if coordinated with others
Insights
Alumni Capital and affiliates report a near-10% capped convertible position in PNXP.
The Schedule 13G shows a shared beneficial ownership of 9.99% of common stock through a convertible note plus existing shares, with 3,756,000 shares currently held and ~371,239 shares potentially issuable on conversion under the Beneficial Ownership Limitation. The note dates to March 18, 2021 and was acquired by the Fund on June 5, 2025.
The structure limits immediate dilution or control shifts because conversions are contractually capped at 9.99%, and the reporting persons disclaim sole voting/dispositive power. Monitor any future amendments to the Beneficial Ownership Limitation or additional note conversions, as those would change the percent ownership within the short-to-medium term.
Filing signals a passive, capped stake rather than an active control campaign.
The certification and choice of Schedule 13G treatment indicate the Reporting Persons represent the position as passive and not acquired to influence control. Shared voting/dispositive power is disclosed rather than sole control, and the filing includes a joint filing agreement.
Key governance dependencies include the Issuer's allowance of the increased Beneficial Ownership Limitation to 9.99% and the timing of any conversions under the Note; any change to those terms or coordinated action by the Reporting Persons could materially affect governance status within a near-term horizon.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PINEAPPLE EXPRESS CANNABIS Co
(Name of Issuer)
Common Stock
(Title of Class of Securities)
60251H102
(CUSIP Number)
06/05/2025
(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 13G
CUSIP No.
60251H102
1
Names of Reporting Persons
Alumni Capital 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
0.00
6
Shared Voting Power
4,127,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,127,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,127,239.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
60251H102
1
Names of Reporting Persons
Alumni Capital GP LLC
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,127,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,127,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,127,239.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
60251H102
1
Names of Reporting Persons
Ashkan Mapar
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,127,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,127,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,127,239.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PINEAPPLE EXPRESS CANNABIS Co
(b)
Address of issuer's principal executive offices:
300 Peachtree St. NE, Ste #1775, Atlanta, GA 30308
Item 2.
(a)
Name of person filing:
This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons".
The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner.
(b)
Address or principal business office or, if none, residence:
The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)
Citizenship:
Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
60251H102
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);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
Alumni Capital LP - 4,127,239*
Alumni Capital GP LLC - 4,127,239*
Ashkan Mapar - 4,127,239*
*The shares of common stock (the "Shares") of Pineapple Express Cannabis Company (the "Issuer") reported herein represent Shares that may be acquired by Alumni Capital LP (the "Fund") pursuant to a Convertible Promissory Note dated March 18, 2021 (the "Note") that the Fund acquired on June 5, 2025.
Under the Note, the Fund may acquire Shares (or securities convertible into Shares) in accordance with the terms and subject to the conditions and limitations contained therein. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Note, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Beneficial Ownership Limitation"). Pursuant to an agreement between the Fund and the Issuer made in connection with the Fund's acquisition of the Note, the Beneficial Ownership Limitation has increased to 9.99%.
As such, the percent of class reported herein is giving effect to the Beneficial Ownership Limitation and is based upon the Issuer's Quarterly Report on Form 10-Q filed with the SEC on September 9, 2025 that there were 37,562,047 Shares outstanding as of September 5, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire upon full conversion of the Note (subject to the Beneficial Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Fund currently owns 3,756,000 Shares as of the date of the filing, has the right to acquire 371,239 Shares upon conversion of the outstanding balance on the Note as of the date of the filing (based on the current Beneficial Ownership Limitation), and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Note. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
Alumni Capital LP - 9.99%
Alumni Capital GP LLC - 9.99%
Ashkan Mapar - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(ii) Shared power to vote or to direct the vote:
Alumni Capital LP - 4,127,239*
Alumni Capital GP LLC - 4,127,239*
Ashkan Mapar - 4,127,239*
(iii) Sole power to dispose or to direct the disposition of:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(iv) Shared power to dispose or to direct the disposition of:
Alumni Capital LP - 4,127,239*
Alumni Capital GP LLC - 4,127,239*
Ashkan Mapar - 4,127,239*
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Alumni Capital LP
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:
10/08/2025
Alumni Capital GP LLC
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:
10/08/2025
Ashkan Mapar
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
What stake does Alumni Capital report in Pineapple Express Cannabis Co (PNXP)?
Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar report shared beneficial ownership of 4,127,239 shares, representing 9.99% of the class.
How many PNXP shares does the Fund currently own versus may acquire?
The Fund currently owns 3,756,000 shares and has the right to acquire approximately 371,239 additional shares upon conversion of the note (subject to the 9.99% limit).
Why is the ownership reported as 9.99% rather than a higher figure?
An agreement increased a contractual Beneficial Ownership Limitation to 9.99%, and the reported percent gives effect to that limitation.
Does the filing indicate an intent to influence control of PNXP?
No. The Reporting Persons certified the securities were not acquired to change or influence control and filed the statement on Schedule 13G, which is used for passive holdings.
Who signed the Schedule 13G for these reporting persons?
The filing is signed by Ashkan Mapar, Manager of Alumni Capital GP LLC and controlling person, dated 10/08/2025.
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