Sec Form 13G Filing - Union Square Park Capital Management LLC filing for REED'S INC. (REED) - 2024-11-12

 

CUSIP No. 758338305

SCHEDULE 13G

Page 6 of 10 Pages

 

Reed’s, Inc.

Item 1.

(b) Address of Issuer’s Principal Executive Offices

201 Merritt 7

Norwalk, CT 06851

Item 2.

(a) Names of Persons Filing:

Union Square Park Partners, LP

Union Square Park Capital Management, LLC

Union Square Park GP, LLC

Leon Zaltzman

(b) Address of Principal Business Office:

Union Square Park Partners, LP, 1120 Avenue of the Americas, Suite 1502, New York, NY, 10036

Union Square Park Capital Management, LLC,1120 Avenue of the Americas, Suite 1502, New York, NY, 10036

Union Square Park GP, LLC, 1120 Avenue of the Americas, Suite 1502, New York, NY, 10036

Leon Zaltzman, 1120 Avenue of the Americas, Suite 1502, New York, NY, 10036

(c) Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

Item 2.

(e) CUSIP No.:

758338305

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)	o	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);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) Amount beneficially owned: 1,230,699 Shares (includes 145,828 Shares issuable upon exercise of warrants)

(b) Percent of class: 14.8%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 1,230,699 Shares (includes 145,828 Shares issuable upon exercise of warrants)

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 1,230,699 Shares (includes 145,828 Shares issuable upon exercise of warrants) 

The percentages are based upon a denominator of 8,333,119 which includes (i) 4,187,291 shares of common stock outstanding as of August 1, 2024 as disclosed in the Issuer’s Form 10-Q filed on August 13, 2024, (ii) 145,828 Shares issuable to Reporting Persons upon exercise of warrants and (iii) 4,000,000 shares of Common Stock issued in a private investment that closed on September 10, 2024, as reported in the Issuer’s current report on Form 8-K filed on September 13, 2024.

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.

 

	Union Square Park Partners, LP
	By:	/s/ Leon Zaltzman
		Name: Leon Zaltzman Title: Managing Member of the General Partner

	Union Square Park Capital Management, LLC
	By:	/s/ Leon Zaltzman
		Name: Leon Zaltzman Title: Managing Member

	Union Square Park GP, LLC
	By:	/s/ Leon Zaltzman
		Name: Leon Zaltzman Title: Managing Member

	Leon Zaltzman
		/s/ Leon Zaltzman
		Name: Leon Zaltzman