Amended Statement of Ownership (sc 13g/a)
February 15 2023 - 6:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Greencity
Acquisition Corp.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G4086B107
(CUSIP Number)
December 31 , 2022
(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 persons 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).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index:
10 Page
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
2
of 11 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Harraden Circle Investors, LP |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
100 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
100 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
3
of 11 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Harraden Circle Investors GP, LP |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
100 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
100 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN, HC |
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
4
of 11 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Harraden Circle Investors GP, LLC |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
100 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
100 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO, HC |
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
5
of 11 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Harraden Circle Investments, LLC |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
100 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
100 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO, HC |
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
6
of 11 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Frederick V. Fortmiller, Jr. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
100 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
100 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN, HC |
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
7
of 11 Pages |
Item 1(a). |
Name of Issuer |
Greencity Acquisition Corp. (the Issuer)
Item 1(b). |
Address of Issuers Principal Executive Offices |
505 Eshan Road, Floor 6
Pudong New District, Shanghai China
200120
Item 2(a). |
Names of Persons Filing |
This Statement is filed on behalf of the following persons (collectively, the Reporting Persons):
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i) |
Harraden Circle Investors, LP (Harraden Fund); |
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ii) |
Harraden Circle Investors GP, LP (Harraden GP); |
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iii) |
Harraden Circle Investors GP, LLC (Harraden LLC); |
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iv) |
Harraden Circle Investments, LLC (Harraden Adviser); and |
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v) |
Frederick V. Fortmiller, Jr. (Mr. Fortmiller); |
This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund. Harraden GP is the general partner to Harraden Fund, and
Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP,
Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund.
Item 2(b). |
Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.
Each of Harraden Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company.
Mr. Fortmiller is a citizen of the United States of America.
Item 2(d). |
Title of Class of Securities |
Ordinary Shares, par value $0.0001 per share (Shares)
G4086B107
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: |
This Item 3 is not applicable.
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
8
of 11 Pages |
Item 4(a) |
Amount Beneficially Owned |
As of December 31, 2022, each of the Reporting Persons may be deemed the beneficial owner of 100 Shares held directly by Harraden Fund.
Item 4(b) |
Percent of Class |
As of December 31, 2022, each of the Reporting Persons may be deemed the beneficial owner of approximately 0.0% of Shares outstanding. This percentage is
based on a total of 1,870,752 Shares outstanding as of December 8, 2022, based on the Issuers quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the
Commission) on December 8, 2022.
Item 4(c) |
Number of shares as to which such person has: |
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(i) Sole power to vote or direct the vote: |
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0 |
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(ii) Shared power to vote or direct the vote: |
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100 |
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(iii) Sole power to dispose or direct the disposition of: |
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0 |
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(iv) Shared power to dispose or direct the disposition of: |
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100 |
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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 each of the Reporting Persons 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 |
This Item 6 is 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 |
See disclosure in Item 2 hereof.
Item 8. |
Identification and Classification of Members of the Group |
This Item 8 is not applicable.
Item 9. |
Notice of Dissolution of Group |
This Item 9 is 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.
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
9
of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2023
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HARRADEN CIRCLE INVESTORS, LP |
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By: |
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HARRADEN CIRCLE INVESTORS GP, LP, its general partner |
By: |
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HARRADEN CIRCLE INVESTORS GP, LLC, its general partner |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
Title: |
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Managing Member |
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HARRADEN CIRCLE INVESTORS GP, LP |
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By: |
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HARRADEN CIRCLE INVESTORS GP, LLC, its general partner |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
Title: |
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Managing Member |
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HARRADEN CIRCLE INVESTORS GP, LLC |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
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Managing Member |
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HARRADEN CIRCLE INVESTMENTS, LLC |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
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Managing Member |
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FREDERICK V. FORTMILLER, JR. |
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/s/ Frederick V. Fortmiller, Jr. |
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CUSIP No. G4086B107 |
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SCHEDULE 13G |
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Page
10
of 11 Pages |
EXHIBIT INDEX
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Ex. |
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Page No. |
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1 |
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Joint Filing Agreement |
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11 |
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