Sec Form 13D Filing - Great Dane Ventures, LLC filing for - 2026-03-03

The principal business address of Great Dane is c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY, 10019. The principal business address of Resolute I, L.P., Resolute GP I, LLC, Resolute BB SPV, LLC, Resolute BB II SPV, LLC, Resolute GP II, LLC, Michael Hirshland and Raanan Bar-Cohen is 548 Market Street #26403, San Francisco, CA 94104. The principal business address of Founders Circle Capital II Opportunities Fund, L.P., Founders Circle Management II Opportunities, LLC, Founders Circle Capital II, L.P., Founders Circle Capital II Affiliates Fund, L.P., Founders Circle Management II, LLC, Michael Jung and Ken Loveless is Founders Circle Capital, 1999 S. Bascom Ave. #700, Campbell, CA 95008. The principal business address of Ironbound Partners Fund, LLC and Jonathan J. Ledecky is 405 Lexington Avenue, 44th Floor, New York, NY 10174.

The present principal occupation or employment for Michael Hirshland is the Managing Director of Resolute GP I, LLC and a Manager of Resolute GP II, LLC and the name and address of the organization in which such employment is conducted is 548 Market Street #26403, San Francisco, CA 94104. Each of Resolute GP I, LLC's and Resolute GP II, LLC's principal business is as a venture capital firm. The present principal occupation or employment for Raanan Bar-Cohen is a Manager of Resolute GP II, LLC and the name and address of the organization in which such employment is conducted is 548 Market Street #26403, San Francisco, CA 94104. Resolute GP II, LLC's principal business is as a venture capital firm. The present principal occupation or employment for Michael Jung is a Managing Member of Founders Circle Management II Opportunities, LLC and of Founders Circle Management II, LLC and the name and address of the organization in which such employment is conducted is Founders Circle Capital, 1999 S. Bascom Ave. #700, Campbell, CA 95008. Each of Founders Circle Management II Opportunities, LLC's and Founders Circle Management II, LLC's principal business is as a venture capital firm. The present principal occupation or employment for Ken Loveless is a Managing Member of Founders Circle Management II Opportunities, LLC and of Founders Circle Management II, LLC and the name and address of the organization in which such employment is conducted is Founders Circle Capital, 1999 S. Bascom Ave. #700, Campbell, CA 95008. Each of Founders Circle Management II Opportunities, LLC's and Founders Circle Management II, LLC's principal business is as a venture capital firm. The present principal occupation or employment for Jonathan J. Ledecky is the Managing Member of Ironbound Partners Fund, LLC and Co-Owner of the National Hockey League's New York Islanders franchise and the name and address of the organization in which such employment is conducted is 405 Lexington Avenue, 44th Floor, New York, NY 10174. Ironbound Partners Fund, LLC's principal business is as an investment management fund.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was 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.

See response to Row 6 on each cover page.

Item 3 of the Original Schedule 13D is hereby amended and restated to the following: The Reporting Persons other than Ironbound Partners Fund, LLC and Jonathan J. Ledecky acquired the shares of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D in connection with the merger of the Issuer, NSAC Merger Sub Corp. and Barkbox, Inc. that closed on June 1, 2021. Ironbound Partners Fund, LLC and Mr. Ledecky acquired the shares of Common Stock of the Issuer reported as beneficially owned by them in this Schedule 13D in connection with the formation of the Issuer.

Item 4 of the Original Schedule 13D is hereby amended by adding the following to the end thereof: On March 3, 2026, Great Dane, the Equity Owners and Resolute GP I, LLC (collectively, the "Great Dane Parties") entered into a confidentiality agreement (the "Confidentiality Agreement") with the Issuer, pursuant to which the Great Dane Parties agreed to certain non-disclosure and related obligations, subject to certain customary exceptions, that will terminate upon the earlier of: (i) two years after the date of the Confidentiality Agreement and (ii) the date the parties or their respective affiliates consummate a transaction contemplated by the Confidentiality Agreement. The Confidentiality Agreement contains a standstill provision (the "Standstill") that will remain in effect until the earlier of (i) the end of the 12-month period commencing on the date of the Confidentiality Agreement, (ii) the date on which the Issuer enters into a definitive written agreement providing for (a) any acquisition of a majority of the voting securities of the Issuer by any person or group, (b) any acquisition of a majority of the consolidated assets of the Issuer and its subsidiaries by any person or group, or (c) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction, immediately following which, any person will beneficially own a majority of the outstanding voting power of the Issuer or the surviving parent entity in such transaction, and (iii) the date on which a third party commences a tender or exchange offer for not less than a majority of the outstanding voting power of the Issuer and the Issuer's board of directors (or any committee thereof) recommends that the Issuer's shareholders tender their shares, or fails to recommend prior to the date that is ten business days after such commencement that the shareholders not tender their shares in such third-party tender or exchange offer. The Standstill, subject to certain customary exceptions, prohibits the Great Dane Parties and certain of their respective affiliates from (i) acquiring (or agreeing, offering, seeking or proposing to acquire, in each case, publicly or privately) any ownership, including, without limitation, beneficial ownership, of any securities of the Issuer, or any rights or options to acquire such ownership (including from any third party); (ii) publicly or privately offering to enter into, or publicly or privately proposing, any merger, business combination, recapitalization, restructuring or other extraordinary transaction with the Issuer or any direct or indirect subsidiary thereof; (iii) initiating any stockholder proposal or the convening of a stockholders' meeting of or involving the Issuer or any direct or indirect subsidiary thereof; (iv) soliciting proxies with respect to any matter from, or otherwise seeking to influence, advise or direct the vote of, holders of any shares of capital stock of the Issuer or any securities convertible into or exchangeable or exercisable for (in each case, whether currently or upon the occurrence of any contingency) such capital stock, or making any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Act; (v) otherwise seeking or proposing to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the Issuer or any direct or indirect subsidiary thereof; (vi) entering into any discussions, negotiations, agreements, arrangements or understandings with any other person with respect to any matter described in the foregoing clauses (i) through (v) or forming, joining or participating in a "group" (within the meaning of Section 13(d)(3) of the Act) to vote, acquire or dispose of any securities of the Issuer or any of its subsidiaries; (vii) requesting that the Issuer (or its representatives, board of directors or the Special Committee) amend, waive, grant any consent under or otherwise not enforce any provision of the Standstill; or (viii) unless legally required, making any public disclosure, or taking any action that could reasonably be expected to require the parties to the Confidentiality Agreement to make a public disclosure, with respect to any of the matters set forth in the Confidentiality Agreement. The Standstill does not prohibit the Great Dane Parties from making requests (but only privately to the Issuer and not publicly) for amendments, waivers, consents under or agreements not to enforce certain clauses of the Standstill, subject to the terms and conditions of the Confidentiality Agreement. The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which is attached as Exhibit 3 hereto, and is incorporated herein by reference. None of this Amendment, the Original Schedule 13D nor the Proposal Letter is an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the Securities and Exchange Commission. Holders of Common Stock of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Holders of Common Stock of the Issuer will be able to obtain such documents (when and if available) free of charge at the Securities and Exchange Commission's web site, www.sec.gov.

See rows (11) and (13) and the Comments of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of shares of Common Stock beneficially owned by the Reporting Persons, which information is incorporated herein by reference.

See rows (7) through (10) and the Comments of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which information is incorporated herein by reference.

As disclosed in this Schedule 13D, the Reporting Persons have not effected any transaction in the Common Stock in the 60 days prior to filing this Schedule 13D, except that Ironbound Partners Fund, LLC surrendered for cancellation 4,558,000 warrants to purchase Common Stock on March 3, 2026.

Not applicable.

Not applicable.

Item 6 of the Original Schedule 13D is hereby amended and restated to the following: Great Dane has signed and delivered the Proposal Letter, filed as Exhibit 1 to the Original Schedule 13D. The Great Dane Parties have signed and delivered the Confidentiality Agreement, filed as Exhibit 3 hereto. Ironbound Partners Fund, LLC has signed and delivered a warrant surrender agreement, filed as Exhibit 4 hereto. The Reporting Persons have entered into joint filing agreements, filed as Exhibit 2 to the Original Schedule 13D and Exhibit 5 hereto. Except as set forth in this Item 6, the Proposal Letter filed as Exhibit 1 to the Original Schedule 13D, the Confidentiality Agreement filed as Exhibit 3 hereto, the warrant surrender agreement filed as Exhibit 4 hereto, the joint filing agreements filed as Exhibit 2 to the Original Schedule 13D and Exhibit 5 hereto, Item 4 of the Original Schedule 13D, Item 4 of this Amendment and the Issuer's filings with the Securities and Exchange Commission, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Exhibit 3: Confidentiality Agreement, dated as of March 3, 2026, by and among Great Dane, the Equity Owners and the Issuer. Exhibit 4: Warrant Surrender Agreement, dated as of March 3, 2026, by Ironbound Partners Fund, LLC. Exhibit 5: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.