SC 13G: C21 Investments Inc.

AI Summary

SC 13G filing by C21 Investments Inc..

Risk Assessment

Risk Level: low

Filing Documents

• sayw24021439_13g.htm (SC 13G) — 103KB
• 0000905148-24-000647.txt ( ) — 105KB

From the Filing

SC 13G 1 sayw24021439_13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* C21 Investments Inc. (Name of Issuer) Common shares, no par value (Title of Class of Securities) 12675Q101 (CUSIP Number) December 31, 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 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 (the "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. 12675Q101 13G Page 2 of 10 Pages 1 NAMES OF REPORTING PERSONS Nomura Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 8,373,430 (1) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 8,373,430 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,373,430 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% (2) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC (1) This represents 8,373,430 Common Shares beneficially owned by Nomura Global Financial Products, Inc. ("NGFP"). NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the Common Shares beneficially owned by NGFP. (2) The percent of class is calculated based on 120,047,814 Common Shares issued and outstanding as of October 31, 2023, as reported in Exhibit 99.1 to the Issuer's current report on Form 6-K filed with the SEC on December 14, 2023. CUSIP No. 12675Q101 13G Page 3 of 10 Pages 1 NAMES OF REPORTING PERSONS Nomura Global Financial Products, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 8,373,430 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 8,373,430 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,373,430 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BD (3) The percent of class is calculated based on 120,047,814 Common Shares issued and outstanding as of October 31, 2023, as reported in Exhibit 99.1 to the Issuer's current report on Form 6-K filed with the SEC on December 14, 2023. CUSIP No. 12675Q101 13G Page 4 of 10 Pages Item 1. (a) Name of Issuer: C21 Investments Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: 19th Floor, 885 West Georgia Street Vancouver, British Columbia V6E 3H4 Canada Item 2. (a) Name of Person(s) Filing: Nomura Holdings, Inc. Nomura Global Financial Products, Inc. (b) Address of Principal Business Office or, if none, Residence: Nomura Holdings, Inc. 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan Nomura Global Financial Products, Inc. Worldwide Plaza 309 West 49 th Street New York, NY 10019 (c) Citizenship: Nomura Holdings, Inc. Japan Nomura Global Financial Products, Inc. Delaware (d) Title of Class of Securities: Common shares, no par value ("Common Shares") (e) CUSIP Number: 12675Q101 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 association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.

View Full Filing

View this SC 13G filing on SEC EDGAR