SC 13G/A: Grown Rogue International Inc.

AI Summary

SC 13G/A filing by Grown Rogue International Inc..

Risk Assessment

Risk Level: low

FAQ

Filing Documents

• tm2417029d1_sc13ga.htm (SC 13G/A) — 87KB
• 0001104659-24-070752.txt ( ) — 89KB

(a)

Item 1(a). Name of Issuer: Grown Rogue International Inc. (the “Iss uer”).

(b)

Item 1(b). Address of the Issuer's Principal Executive Offices: 550 Airport Road, Medford, OR 97504

(a)

Item 2(a). Name of Person Filing The names of the person filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are: · Mindset Value Fund LP · Mindset Value Wellness Fund LP · W&GP Fund 1 LLC · Mindset Capital LLC · Aaron Edelheit

(b)

Item 2(b). Address of Principal Business Office or, if None, Residence: 30 West Mission Street, Suite 8, Santa Barbara, CA 93101

(c)

Item 2(c). Citizenship: Mindset Value Fund LP is a Delaware Limited Partnership. Mindset Value Wellness Fund LP is a Delaware Limited Partnership. W&GP Fund 1 LLC is a Delaware Limited Liability Company. Mindset Capital LLC is a Delaware Limited Liability Company. Aaron Edelheit is a citizen of the United States.

(d)

Item 2(d). Title of Class of Securities: Common Stock (the “Shares”).

(e)

Item 2(e). CUSIP Number: 39986R106 Item 3. If this statement is filed pursuant to Rule 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 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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);Page 5 of 6 pages (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J) CUSIP NO. 39986R106 Page 8 of 12 Pages Item 4.

(a)

Item 4(a). Amount Beneficially Owned: Aggregate of all Reporting Persons: 35,065,532 Mindset Value Fund LP – 17,351,471 Mindset Value Wellness Fund LP – 12,892,703 W&GP Fund 1 L LC - 4,821,358 Mindset Capital LLC – 35,065,532* Aaron Edelheit –35,065,532*

(b)

Item 4(b). Percent of Class: Aggregate of all Reporting Persons: 19.27% Mindset Value Fund LP – 9.53% Mindset Value Wellness Fund LP – 7.08% W&GP Fund 1 L LC – 2.65% Mindset Capital LLC – 19.27%* Aaron Edelheit – 19.27%* CUSIP NO. 39986R106 Page 9 of 12 Pages

(c)

Item 4(c). Number of shares as to which such person has: (i) Sole power to vote or direct the vote: Mindset Value Fund LP – 0 Mindset Value Wellness Fund LP – 0 W&GP Fund 1 L LC - 0 Mindset Capital LLC – 35,065,532 Aaron Edelheit – 35,065,532 (ii) Shared power to vote or to direct the vote: Mindset Value Fund LP – 17,351,471 Mindset Value Wellness Fund LP – 12,892,703 W&GP Fund 1 L LC - 4,821,358 Mindset Capital LLC – 0 Aaron Edelheit – 0 (iii) Sole power to dispose or to direct the disposition of: Mindset Value Fund LP – 0 Mindset Value Wellness Fund LP – 0 W&GP Fund 1 L LC - 0 Mindset Capital LLC – 35,065,532 Aaron Edelheit – 35,065,532 (iv) Shared power to dispose or to direct the disposition of: Mindset Value Fund LP – 17,351,471 Mindset Value Wellness Fund LP – 12,892,703 W&GP Fund 1 L LC - 4,821,358 Mindset Capital LLC – 0 Aaron Edelheit – 0 * Mr. Edelheit is the Managing Member of Mindset Capital LLC, the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP, and the Managing Member of W&GP Fund 1 LLC. As a result, Mr. Edelheit possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC as investment manager to the Funds. Mindset Capital and Mr. Edelheit disclaim beneficial ownership of any of the shares held by the Funds. CUSIP NO. 39986R106 Page 10 of 12 Pages Item 5. Less of a Class: This Item 5 is not applicable. Item 6. 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: This Item 7 is not applicable. Item 8. Identification and Classification of Members of

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Date: June 11, 2024 Mindset Value Fund LP By: /s/ Aaron Edelheit Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP W&GP Fund 1 LLC By: /s/ Aaron Edelheit Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC Mindset Capital LLC By: /s/ Aaron Edelheit Aaron Edelheit, Managing Member /s/ Aaron Edelheit Aaron Edelheit CUSIP NO. 39986R106 Page 12 of 12 Pages EXHIBIT A Joint Filing Agreement The Undersigned agree that the statements on Schedule 13G with respect to the common stock of Grown Rogue International Inc. dated as of June 11, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Date: June 11, 2024 Signature: /s/ Aaron Edelheit Name: Aaron Edelheit Mindset Value Fund LP By: /s/ Aaron Edelheit Name: Aaron Edelheit Title: Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit Name: Aaron Edelheit Title: Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP W&GP Fund 1 LLC By: /s/ Aaron Edelheit Name: Aaron Edelheit Title: Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC Mindset Capital LLC By: /s/ Aaron Edelheit Name: Aaron Edelheit Title: Managing Member

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