| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| Schedule 13G | ||
| Under the Securities Exchange Act of 1934 | ||
| (Amendment No__) | ||
| GROWN ROGUE INTERNATIONAL INC. | ||
| (Name of Issuer) | ||
| Common Stock, no par value | ||
| (Title of Class of Securities) | ||
39986R106 | ||
| (CUSIP Number) | ||
December 9, 2021 | ||
| (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 on 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).
1. |
NAME OF REPORTING PERSON Bengal Catalyst Fund LP | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
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3. |
SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 13,473,000 |
6. |
SHARED VOTING POWER N/A | |
7. |
SOLE DISPOSITIVE POWER 13,473,000 | |
8.
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SHARED DISPOSITIVE POWER N/A | |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,473,000 | |
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) 8.6% (1) | |
12. |
TYPE OF REPORTING PERSON PN
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| (1) | Based on 157,248,716 outstanding shares of common stock of the Issuer as of December 7, 2021. |
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Item 1(a). Name of Issuer: Grown Rogue International Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices: 340 Richmond Street West, Toronto, Ontario, Canada M5V 1X2
Item 2(a). Name of Person Filing: Bengal Capital Fund LP
Item 2(b). Address of Principal Business Office or, if none, Residence: 6608 E 2ND Street, Scottsdale, Arizona 85251
Item 2(c). Citizenship: Delaware
Item 2(d). Title of Class of Securities: Common Stock, no par value
Item 2(e). CUSIP No.: 39986R106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ Investment Company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
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Item 4. Ownership:
(a) Amount beneficially owned: 13,473,000
(b) Percent of class: 8.6% (1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 13,473,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 13,473,000
(iv) Shared power to dispose or to direct the disposition of: 0
| (1) | Based on 157,248,716 outstanding shares of common stock of the Issuer as of December 7, 2021. |
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5 Percent on Behalf of another Person
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
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.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: January 26, 2022 | |
| Bengal Catalyst Fund LP | |
| /s/ Gerald Derevyanny | |
| By: Gerald Derevyanny | |
| Its: Principal |
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