| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Trees Corp (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
36930V100 (CUSIP Number) |
12/31/2024 (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. | 36930V100 |
| 1 | Names of Reporting Persons TCM Tactical Opportunities Fund II 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,384,507.00 | ||||||||
| 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) 10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Including (a) 7,412,349 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP, and (b) 5,972,158 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which portion is freely convertible. Excluding 5,972,158 shares of Common Stock issuable upon the partial automatic conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons.
SCHEDULE 13G |
| CUSIP No. | 36930V100 |
| 1 | Names of Reporting Persons Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,632,800.00 | ||||||||
| 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) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Including 1,632,800 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series.
SCHEDULE 13G |
| CUSIP No. | 36930V100 |
| 1 | Names of Reporting Persons Troob Capital Advisors 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,384,507.00 | ||||||||
| 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) 10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Including (a) 7,412,349 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP, and (b) 5,972,158 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which portion is freely convertible. Excluding 5,972,158 shares of Common Stock issuable upon the partial automatic conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons.
SCHEDULE 13G |
| CUSIP No. | 36930V100 |
| 1 | Names of Reporting Persons Context|TCM Tactical Opportunities 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,632,800.00 | ||||||||
| 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) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Including 1,632,800 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series.
SCHEDULE 13G |
| CUSIP No. | 36930V100 |
| 1 | Names of Reporting Persons Douglas M. Troob | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,017,307.00 | ||||||||
| 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) 12.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Including (a) 9,045,149 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP and Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series, and (b) 5,972,158 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which portion is freely convertible. Excluding 5,972,158 shares of Common Stock issuable upon the partial automatic conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons.
SCHEDULE 13G |
| CUSIP No. | 36930V100 |
| 1 | Names of Reporting Persons Peter J. Troob | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,017,307.00 | ||||||||
| 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) 12.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Including (a) 9,045,149 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP and Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series, and (b) 5,972,158 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which portion is freely convertible. Excluding 5,972,158 shares of Common Stock issuable upon the partial automatic conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Trees Corp | |
| (b) | Address of issuer's principal executive
offices: 215 Union Boulevard, Suite 415, Lakewood, Colorado, 80228 | |
| Item 2. | ||
| (a) | Name of person filing: TCM Tactical Opportunities Fund II LP ("Tactical Opportunities Fund");
Troob Capital Advisors LLC ("Capital Advisors");
Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series ("Context|TCM Series");
Context|TCM Tactical Opportunities LLC ("Context|TCM LLC");
Douglas M. Troob; and
Peter J. Troob. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address for each of the Reporting Persons is 4 International Drive, Suite 230, Rye Brook, NY 10573. | |
| (c) | Citizenship: Tactical Opportunities Fund is a Delaware limited partnership. Context|TCM Series is a series of a Delaware series limited partnership. Each of Capital Advisors and Context|TCM LLC are Delaware limited liability companies. Each of Douglas M. Troob and Peter J. Troob are citizens of the United States. | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 36930V100 | |
| 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: As of December 31, 2024, Tactical Opportunities Fund beneficially owned 13,384,507 shares of Common Stock, which includes (a) 7,412,349 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer (the "Warrants") held by it, and (b) 5,972,158 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer (the "Notes"), held by it, which portion is freely convertible; and which excludes 5,972,158 shares of Common Stock issuable upon the partial automatic conversion of the Notes, which automatic conversion triggers are outside the control of the Reporting Persons.
Capital Advisors, as the investment manager of Tactical Opportunities Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tactical Opportunities Fund.
As of December 31, 2024, Context|TCM Series beneficially owned 1,632,800 shares of Common Stock, which includes 1,632,800 shares of Common Stock issuable upon the exercise of Warrants held by it.
Context|TCM LLC, as the investment manager of Context|TCM Series, may be deemed to beneficially own the shares of Common Stock beneficially owned by Context|TCM Series.
Each of Douglas M. Troob and Peter J. Troob, as the Managing Members of Capital Advisors and Context|TCM LLC, may be deemed to beneficially own the 15,017,307 shares of Common Stock beneficially owned by each of Capital Advisors and Context|TCM LLC. | |
| (b) | Percent of class: The following percentage is based on 123,763,827 shares of Common Stock outstanding, which is the sum of (i) 108,746,520 shares of Common Stock outstanding as of November 8, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2024, (ii) 9,045,149 shares of Common Stock issuable upon the exercise of the Warrants, and (iii) 5,972,158 shares of Common Stock issuable upon the partial conversion of the Notes.
As of December 31, 2024, the Reporting Persons may be deemed to beneficially own approximately 12.1% of the outstanding shares of Common Stock. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-9. | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A to the Reporting Person's 13G filed with the Securities and Exchange Commission on September 23, 2022. | ||
| 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. |
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Comments accompanying signature:
The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).