WASHINGTON, D.C. 20549
(AMENDMENT NO. ___)
AGRIFORCE GROWING SYSTEMS LTD.
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed: ☒ Rule 13d-1(c)
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. C00948106 |
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13G |
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1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Capital Anstalt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON – 1,533,383 Common Shares (1)
6. SHARED VOTING POWER – None
7. SOLE DISPOSITIVE POWER – 1,533,383 Common Shares (1)
8. SHARED DISPOSITIVE POWER – None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
1,533,383 Common Shares (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☒
The aggregate amount in Row 9 represents the maximum amount that Pioneer
Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise
of Pioneer Capital Anstalt’s securities would exceed this restriction.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12. TYPE OF REPORTING PERSON
CO
(1) | Based on 15,349,184 shares of Common Stock of the Issuer
outstanding as of March 31, 2022 as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2022 filed with the Securities
and Exchange Commission on May 16, 2022. |
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ITEM 1 (a) NAME OF ISSUER: Agriforce Growing Systems Ltd.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
300-2233 Columbia Street, Vancouver, BC, V5Y 0M6
ITEM 2 (a) NAME OF PERSON FILING: Pioneer Capital Anstalt
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Drescheweg 2, 9490 Vaduz, Principality of Liechtenstein
ITEM 2 (c) CITIZENSHIP: Liechtenstein
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001
ITEM 2 (e) CUSIP NUMBER: C00948106
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B):
Not applicable
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 1,533,383 Common
Shares (1)
(b) PERCENT OF CLASS: 9.99%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
1,533,383 Common Shares (1)
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
1,533,383 Common Shares (1)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
0 Shares
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
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
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
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13G |
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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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July 12, 2022 |
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(Date) |
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/s/ Nicola Feuerstein |
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(Signature) |
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Nicola Feuerstein, Director |
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(Name/Title) |