Statement of Ownership (sc 13g)
February 27 2023 - 4:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment
No. ___)*
TILT
Holdings Inc.
(Name
of Issuer)
Common
shares, no par value
(Title
of Class of Securities)
88688R104
(CUSIP
Number)
February
15, 2023
(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)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
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. 88688R104 |
Schedule
13G |
Page
2 of 5 |
1. |
NAME
OF REPORTING PERSON
Robert
Crompton
|
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 of America
|
NUMBERS
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. |
SOLE
VOTING POWER
25,709,972(a)
|
6. |
SHARED
VOTING POWER
0
|
7. |
SOLE
DISPOSITIVE POWER
25,709,972
(a)
|
8. |
SHARED
DISPOSITIVE POWER
0
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,709,972
(a)
|
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)
7.2%(b)
|
12. |
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(a) |
Represents
(i) 9,609,989 limited partnership units (the “Units”) of Jimmy Jang L.P. (“Jimmy Jang”), a subsidiary of
the Issuer, held by RHC 3, LLLP (“RHC 3”), the partnership interests of which are 100% owned by the Reporting Person,
with each Unit being convertible together with one right (“Right”) of the Issuer for one Common Share at any time upon
request of the Reporting Person; (ii) 9,609,989 Rights held by RHC 3, and (iii) 16,099,983 warrants to purchase Common Shares, held
by RHC 3, that are exercisable at any time prior to their expiration, which were acquired pursuant to that certain First Amendment
to Secured Note Purchase Agreement, dated February 15, 2023, by and among the Issuer, Jimmy Jang, Baker Technologies, Inc., Commonwealth
Alternative Care, Inc., Jupiter Research, LLC, Jordan Geotas, as noteholder representative, and each of the purchasers and AP noteholders
thereto. As reported by the Issuer to the Reporting Person, there were 333,694,012 Common Shares issued and outstanding as of December
31, 2022. |
|
|
(b) |
Beneficial
ownership percentage is based upon 333,694,012 Common Shares issued and outstanding as of December 31, 2022, as reported by the Issuer
to the Reporting Person. Such percentage is calculated in accordance with Rule 13d-3 based on the aggregate number of Common Shares
beneficially owned by the Reporting Person. |
CUSIP
No. 88688R104 |
Schedule
13G |
Page
3 of 5 |
(a) |
Name
of issuer: TILT Holdings Inc. |
(b) |
Address
of issuer’s principal executive offices: |
2801
E. Camelback Road #180
Phoenix,
Arizona 85016
(a) |
Name
of person filing: Robert Crompton |
(b) |
Address
of principal business office or, if none, residence: |
c/o
Snell & Wilmer L.L.P.
350
S. Grand Ave. Suite 3100
Los
Angeles, CA 90071
(c) |
Citizenship:
United States of America |
|
|
(d) |
Title
of class of securities: common shares, no par value |
|
|
(e) |
CUSIP
No: 88688R104 |
Not
Applicable.
(a)
Amount beneficially owned:
See
Item 9 on the cover page hereto.
(b)
Percent of class:
See
Item 11 on the cover page hereto.
(c)
Number of shares as to which such person has:
(i) |
Sole
power to vote or to direct the vote: |
See
Item 5 on the cover page hereto.
(ii) |
Shared
power to vote or to direct the vote: |
See
Item 6 on the cover page hereto.
(iii) |
Sole
power to dispose or to direct the disposition of: |
See
Item 7 on the cover page hereto.
(iv) |
Shared
power to dispose or to direct the disposition of: |
See
Item 8 on the cover page hereto.
CUSIP
No. 88688R104 |
Schedule
13G |
Page
4 of 5 |
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 ☐.
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 the Group |
Not
applicable
Item
9. |
Notice
of Dissolution of Group |
Not
Applicable
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.
|
February
27, 2023 |
|
(Date) |
|
|
|
By: |
/s/
Robert Crompton |
|
Name: |
Robert Crompton |
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