| CUSIP No. 758338305 | SCHEDULE 13G/A | Page 6 of 10 Pages |
| Item 1. | | (a) Name of Issuer |
Reed’s, Inc.
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
201 Merritt 7
Norwalk, CT 06851
| Item 2. | | (a) Names of Persons Filing: |
Union Square Park Partners, LP
Union Square Park Capital Management, LLC
Union Square Park GP, LLC
Leon Zaltzman
(b) Address of Principal Business Office:
Union Square Park Partners, LP, 1120 Avenue of the Americas, Suite 1502, New York, NY, 10036
Union Square Park Capital Management, LLC,1120 Avenue of the Americas, Suite 1502, New York, NY, 10036
Union Square Park GP, LLC, 1120 Avenue of the Americas, Suite 1502, New York, NY, 10036
Leon Zaltzman, 1120 Avenue of the Americas, Suite 1502, New York, NY, 10036
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
758338305
| CUSIP No. 758338305 | SCHEDULE 13G/A | Page 7 of 10 Pages |
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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); |
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| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (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); |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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| CUSIP No. 758338305 | SCHEDULE 13G/A | Page 8 of 10 Pages |
Item 4. Ownership
(a) Amount beneficially owned: 1,220,174 Shares (includes 145,828 Shares issuable upon exercise of warrants)
(b) Percent of class: 4.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,220,174 Shares (includes 145,828 Shares issuable upon exercise of warrants)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,220,174 Shares (includes 145,828 Shares issuable upon exercise of warrants)
The percentages are based upon a denominator of 30,811,193 which includes (i) 8,187,291 shares of Common Stock outstanding as of September 30, 2024 as disclosed in the Issuer's Form 10-Q filed on November 14, 2024, (ii) 145,828 Shares issuable to Reporting Persons upon exercise of warrants and (iii) 22,478,074 shares of Common Stock issued on November 20, 2024 due to REED's entering into an Exchange Agreement on November 19, 2024 as reported on Form 8-K issued November 20, 2024.
Item 5. Ownership of Five 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 five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five 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. 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.
| CUSIP No. 758338305 | SCHEDULE 13G/A | Page 9 of 10 Pages |
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.
Dated: November 20, 2024
