| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Vireo Growth Inc. (Name of Issuer) |
Subordinate Voting Shares, a class of Common Stock (Title of Class of Securities) |
92767B105 (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. | 92767B105 |
| 1 | Names of Reporting Persons Barnard Robert James | ||||||||
| 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 11,289,980.00 | ||||||||
| 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) 3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 92767B105 |
| 1 | Names of Reporting Persons Black Maple Capital Management 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 4,412,356.00 | ||||||||
| 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) IA |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Vireo Growth Inc. | |
| (b) | Address of issuer's principal executive
offices: 207 SOUTH 9TH STREET, MINNEAPOLIS, MINNESOTA, 55402. | |
| Item 2. | ||
| (a) | Name of person filing: Robert J. Barnard ("Barnard")
Black Maple Capital Management LP ("BMC") | |
| (b) | Address or principal business office or, if
none, residence: 250 East Wisconsin Avenue, Suite 1250
Milwaukee, WI 53202 | |
| (c) | Citizenship: Barnard is a United States citizen.
BMC is a Delaware limited partnership. | |
| (d) | Title of class of securities: Subordinate Voting Shares, a class of Common Stock | |
| (e) | CUSIP No.: 92767B105 | |
| 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: See responses to Item 9 of the cover pages. | |
| (b) | Percent of class: The percentages calculated in Item 11 of the cover pages for Barnard and BMC are based on 200,464,196 Subordinate Voting Shares of the Issuer outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, plus 1,050,741 Subordinate Voting Shares issuable pursuant to warrants within 60 days of the date hereof and 129,536,874 Subordinate Voting Shares issued in December 2024 in connection with a private placement offering, as reported on Form 8-K filed January 6, 2025. Accordingly, for purposes of this filing, we have assumed that the total number of outstanding Subordinate Voting Shares of the Issuer is equal to 331,051,811. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: For information on voting and dispositive power with respect to the above listed shares, see Items 5-8 of the cover pages. | ||
| (ii) Shared power to vote or to direct the
vote: For information on voting and dispositive power with respect to the above listed shares, see Items 5-8 of the cover pages. | ||
| (iii) Sole power to dispose or to direct the
disposition of: For information on voting and dispositive power with respect to the above listed shares, see Items 5-8 of the cover pages. | ||
| (iv) Shared power to dispose or to direct the
disposition of: For information on voting and dispositive power with respect to the above listed shares, see Items 5-8 of the cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
BMC is an investment adviser registered with the SEC. The securities reported by BMC on this statement represent shares beneficially owned by BMC on behalf of its client, Black Maple Capital Partners LP ("Private Fund"), a private fund managed by BMC. In its capacity as investment manager to the Private Fund, BMC has sole voting and dispositive power over the securities reported.
Barnard is the Chief Executive Officer/Chief Investment Officer of BMC, and the control person of BMC as the managing member of Black Maple Capital Holdings LLC, the general partner of BMC. The securities reported by Barnard on this statement represent: (i) shares beneficially owned by Barnard on behalf of two limited liability companies, Waheela LLC and AFANC LLC, for which Barnard serves as the manager; and (ii) shares beneficially owned by BMC on behalf of the Private Fund (as reported on the BMC cover page). Individually, Waheela holds 0.90% and AFANC holds 1.18% of the outstanding securities of the Issuer reported on this statement, and as manager, Barnard has sole voting and dispositive power over these securities. | ||
| 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. |
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Exhibit
Information |
Exhibit 1 - Joint Filing Agreement (incorporated by reference to Exhibit 1 of Schedule 13G filed June 13, 2023)
https://www.sec.gov/Archives/edgar/data/1771706/000089271223000110/exhibit1.htm |