Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

GreenLight Biosciences Holdings, PBC

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

39536G 105

(CUSIP Number)

Gregory Young

MLSCF Management (Labuan), LLP

Suite 26.03, Level 26, GTower

199, Jalan Tun Razak

Kuala Lumpur, Malaysia 50400

60-3-2630-6618

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	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 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).

 

 

 

CUSIP No. 39536G 105		13D		Page 1 of 5 pages

 

1		Names of Reporting Persons     MLS Capital Fund II, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒ (1)
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Labuan, Malaysia

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     0
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     0%
14		Type of Reporting Person     PN

CUSIP No. 39536G 105		13D		Page 2 of 5 pages

 

1		Names of Reporting Persons     MLSCF II (GP) (Labuan), LLP (2)
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒ (1)
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Labuan, Malaysia

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     0
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     0%
14		Type of Reporting Person     PN

 

(1)	This Statement on Schedule 13D/A is filed by MLS Capital Fund II, L.P. (MLSCF II) and MLSCF II (GP) (Labuan), LLP (MLSCF II GP and, together with MLSCF II, the Reporting Persons).

(2)	MLSCF II (GP) (Labuan), LLP serves as the sole general partner of MLSCF II and, as such, MLSCF II GP possesses voting and dispositive power over any securities held by MLSCF II.

Explanatory Note

This Amendment No. 1 (this Amendment No. 1) to this Statement on Schedule 13D amends and supplements the Statement on Schedule 13D (the Statement) previously filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on June 6, 2023 with respect to the Common Stock, par value $0.0001 per share (Common Stock), of GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (the Issuer or the Company). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged. The information set forth in the Exhibits to the Statement is expressly incorporated herein by reference and the response to each Item of this Amendment is qualified in its entirety by the provisions of such Exhibits. Information given in response to each item shall be deemed incorporated by reference in all other items, where such information is relevant.

 

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

Consummation of Merger

On July 24, 2023, pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), by and among the Issuer, SW ParentCo, Inc., a Delaware corporation (Parent), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Issuer (the Merger), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

Immediately prior to the effective time of the Merger, pursuant to the Merger Agreement and Contribution and Exchange Agreement, MLSCF II contributed all of its shares of Common Stock to Parent in exchange for shares of Series A-2 Preferred Stock of Parent.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

 

(a)-(b)

This Amendment No. 1 is being filed on behalf of the Reporting Persons to report that, as of July 24, 2023, the Reporting Persons do not beneficially own any shares of Common Stock.

 

(c)	Except as described in Item 4, during the past 60 days, neither of the Reporting Persons has effected any transactions with respect to the Common Stock.

 

(d)	Not applicable.

 

(e)	As of July 24, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

SIGNATURES

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.

Date: July 26, 2023