Item 1. Security and Issuer

 

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the “SEC”) on June 27, 2022 (as amended to date, the “Schedule 13D”), and relates to the Class A common stock, par value $0.0001 per share (the “Common Stock” or the “Issuer’s Common Stock”), of Grove Collaborative Holdings, Inc. (formerly known as Virgin Group Acquisition Corp. II), a Delaware public benefit corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1301 Sansome Street, San Francisco, CA 94111.

 

Item 2. Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

The Schedule 13D is filed jointly on behalf of Virgin Group Acquisition Sponsor II LLC (“Sponsor”), Corvina Holdings Limited (“Corvina”), Virgin Group Holdings Limited (“VGHL”), BFT (PTC) Limited (“PTC”), BFT CLG (PTC) Limited (“CLG”) and Sir Richard Branson (“Sir Richard Branson”, and together with Sponsor, Corvina, VGHL, PTC and CLG, the “Reporting Persons”).

 

Sponsor is a Cayman Islands limited liability company whose principal business is investing in securities of the Issuer. Corvina is a British Virgin Islands exempted company whose principal business is investing in securities, including the securities of the Issuer. VGHL is a British Virgin Islands exempted company whose principal business is to serve as a holding company. PTC is a British Virgin Islands private trust company whose principal business is to serve as trustee of trusts described below. CLG is a British Virgin Islands private trust company whose principal business is to hold and exercise rights with respect to the administration of PTC and the trusts of which PTC is trustee. Sir Richard Branson is a dual citizen of the United Kingdom and the British Virgin Islands whose principal business is entrepreneurship. The principal office of Sponsor is located at 65 Bleecker Street, 6th Floor, New York, NY 10012. The principal office of each of Corvina, VGHL, PTC and CLG is located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. The principal office of Sir Richard Branson is Branson Villa, Necker Beach Estate, Necker Island, VG1150, British Virgin Islands.

 

Corvina is the sole managing member and manager of Sponsor. Corvina is wholly owned by VGHL. PTC, in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson’s family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, CLG has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL regarding the voting and disposition of securities owned by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina. Current information concerning the identity and background of each director and executive officer of Corvina, VGHL, PTC and CLG is set forth in Schedule I hereto, which is incorporated herein by reference in response to this Item 2.

 

To the best knowledge of the Reporting Persons, none of the entities or persons identified in the previous paragraphs of this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached as Exhibit 99.1 to this Amendment No. 2.

Item 5. Interest in Securities of the Issuer

 

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 3 and 4 of the Schedule 13D is incorporated by reference in its entirety into this Item 5.

 

(a), (b) The following disclosure assumes that there were 29,334,036 shares of Common Stock issued and outstanding as of August 8, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023, which reflects the Reverse Stock Split.

 

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons may be deemed to beneficially own up to an aggregate of 6,648,846 shares of Common Stock, representing approximately 21.1% of the shares of Common Stock outstanding as of August 8, 2023 when also taking into account the exercise of any warrants beneficially held by the Reporting Persons. This number includes (i) 1,994,500 shares of Common Stock owned of record by Sponsor, and 1,340,000 shares of Common Stock underlying 6,700,000 Private Placement Warrants owned of record by Sponsor and (ii) 2,539,341 shares of Common Stock owned of record by Corvina, and 775,005 shares of Common Stock underlying 3,875,028 Backstop Warrants owned of record by Corvina. These numbers reflect the Reverse Stock Split. In connection with the Reverse Stock Split, the Private Placement Warrants were adjusted such that (i) warrants representing the right to purchase five shares of Common Stock immediately prior to the Reverse Stock Split represent the right to purchase one share of Common Stock immediately following the Reverse Stock Split, and (ii) the exercise price per share of Common Stock attributable to such warrants immediately prior to the Reverse Stock Split has been proportionately increased, such that the exercise price per share of Common Stock attributable to such warrants immediately following the Reverse Stock Split is $57.50. In connection with the Reverse Stock Split, the Backstop Warrants also were adjusted such that (i) warrants representing the right to purchase five shares of Common Stock immediately prior to the Reverse Stock Split represent the right to purchase one share of Common Stock immediately following the Reverse Stock Split, and (ii) the exercise price per share of Common Stock attributable to such warrants immediately prior to the Reverse Stock Split has been proportionately increased, such that the exercise price per share of Common Stock attributable to such warrants immediately following the Reverse Stock Split is $0.05. The Private Placement Warrants became exercisable on July 26, 2022.

 

Each of the directors and officers of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that the Reporting Persons may be deemed to beneficially own.

 

(c) On November 1, 2023, Vieco Investments Limited transferred all of its membership interests in Sponsor to Corvina and accordingly ceased to be a Reporting Person. Subsequent to such transfer, on November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of VGHL to PTC, in its capacity as trustee of trusts for the benefit of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Amendment No. 2, has effected any transactions in Common Stock during the past 60 days, except as disclosed herein.

 

(d) No one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5.

 

(e) Not applicable.

Item 7. Materials to be Filed as Exhibits

Signatures

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 3, 2023

 

 

[Schedule 13D Signature Page]

SCHEDULE I

 

Directors and Executive Officers of Corvina Holdings Limited

 

Set forth below is the name and principal occupation of each of the directors and executive officers of Corvina Holdings Limited. Each of the following individuals is a British citizen, except for Joshua Bayliss, who is a British and New Zealand citizen, Lynadia Maduro-Maximin, who is a British Virgin Islands citizen and Kerry Graziola, who is a Zimbabwean citizen. The business address of each such person is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, except for Joshua Bayliss, whose business address is Avenue d'Ouchy 14, c/o Etude Petremand & Rappo, avocats, 1006, Lausanne, Switzerland. Also set forth below, are the securities of the Issuer beneficially owned by such persons as of November 1, 2023. None of the individuals listed below have effected any transaction in the Issuer’s Common Stock or any securities during the past 60 days, except as disclosed herein.

 

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Directors and Executive Officers of Virgin Group Holdings Limited

 

Set forth below is the name and principal occupation of each of the directors and executive officers of Virgin Group Holdings Limited. Each of the following individuals is a British citizen, except for Joshua Bayliss, who is a British and New Zealand citizen, Lynadia Maduro-Maximin, who is a British Virgin Islands citizen, Kerry Graziola, who is a Zimbabwean citizen and Sir Richard Branson, who is a British and British Virgin Islands citizen. The business address of each such person is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, except for Joshua Bayliss, whose business address is Avenue d'Ouchy 14, c/o Etude Petremand & Rappo, avocats, 1006, Lausanne, Switzerland and Sir Richard Branson, whose business address is Branson Villa, Necker Beach Estate, Necker Island, VG1150, British Virgin Islands. Also set forth below, are the securities of the Issuer beneficially owned by such persons as of November 1, 2023. None of the individuals listed below have effected any transaction in the Issuer’s Common Stock or any securities during the past 60 days, except as disclosed herein.

Directors

Officers

Directors and Executive Officers of BFT (PTC) Limited

 

Set forth below is the name and principal occupation of each of the directors and executive officers of BFT (PTC) Limited. Joshua Bayliss is a British and New Zealand citizen, Sir Richard Branson is a British and British Virgin Islands citizen and Saathi Yamraj is a British Virgin Islands and USA citizen. The business address of Joshua Bayliss is Avenue d'Ouchy 14, c/o Etude Petremand & Rappo, avocats, 1006, Lausanne, Switzerland, the business address of Sir Richard Branson is Branson Villa, Necker Beach Estate, Necker Island, VG1150, British Virgin Islands, and the business address of Saathi Yamraj is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. Also set forth below, are the securities of the Issuer beneficially owned by such persons as of November 1, 2023. None of the individuals listed below have effected any transaction in the Issuer’s Common Stock or any securities during the past 60 days, except as disclosed herein.

 

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Set forth below is the name and principal occupation of each of the directors and executive officers of BFT CLG (PTC) Limited. Sir Richard Branson is a British and British Virgin Islands citizen and Holly Branson is a British citizen. The business address of Sir Richard Branson is Branson Villa, Necker Beach Estate, Necker Island, VG1150, British Virgin Islands, and the business address of Holly Branson is 66 Porchester Road, London, United Kingdom, W2 6ET. Also set forth below, are the securities of the Issuer beneficially owned by such persons as of November 1, 2023. None of the individuals listed below have effected any transaction in the Issuer’s Common Stock or any securities during the past 60 days, except as disclosed herein.