SCHEDULE: Alumni Capital Takes 9.99% Stake in Pineapple Express

Sentiment:

Beneficial Ownership Report


Alumni Capital LP and its affiliates have disclosed a 9.99% beneficial ownership stake in Pineapple Express Cannabis Co. through a convertible promissory note.

Capital raiseAlumni Capital LP acquired a Convertible Promissory Note from Pineapple Express Cannabis Co. on June 5, 2025. This note represents a form of capital provided to the issuer, with the potential for future conversion into equity.

Summary

  • Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar (collectively, 'Reporting Persons') have filed a Schedule 13G.
  • The Reporting Persons collectively beneficially own 4,127,239 shares of Pineapple Express Cannabis Co. common stock.
  • This ownership represents 9.99% of the outstanding common stock of Pineapple Express Cannabis Co.
  • The shares are primarily acquirable by Alumni Capital LP pursuant to a Convertible Promissory Note dated March 18, 2021, which was acquired on June 5, 2025.
  • An agreement between Alumni Capital LP and Pineapple Express Cannabis Co. increased the beneficial ownership limitation from 4.99% to 9.99%.
  • The percentage of class is calculated based on 37,562,047 shares outstanding as of September 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed September 9, 2025, plus shares acquirable upon conversion.
  • Alumni Capital LP currently owns 3,756,000 shares and has the right to acquire an additional 371,239 shares upon conversion of the outstanding balance on the Note, subject to the 9.99% beneficial ownership limitation.
  • The Reporting Persons disclaim beneficial ownership of the reported shares except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The filing indicates a significant, passive investment by Alumni Capital LP in Pineapple Express Cannabis Co. through a convertible note, suggesting confidence in the company's future, but it's a standard disclosure without performance data.

Positives

  • Alumni Capital LP's acquisition of a significant 9.99% beneficial ownership stake, albeit passive, signals institutional confidence in Pineapple Express Cannabis Co.
  • The increase in the beneficial ownership limitation from 4.99% to 9.99% indicates a deeper, agreed-upon investment relationship between Alumni Capital LP and the Issuer.

Risks

  • The Reporting Persons disclaim beneficial ownership of the reported shares except to the extent of their pecuniary interest, which is a standard legal disclaimer.

Future Outlook

Alumni Capital LP has the potential to increase its direct equity ownership in Pineapple Express Cannabis Co. through the conversion of the Convertible Promissory Note, up to the agreed-upon 9.99% beneficial ownership limit.

Management Comments

  • The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
  • Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.

Industry Context

The cannabis industry is a rapidly evolving sector often characterized by growth companies seeking various forms of financing. A significant passive investment by an institutional firm like Alumni Capital LP through a convertible note could indicate a strategic interest in the long-term potential of Pineapple Express Cannabis Co. within this dynamic market.

Comparison to Industry Standards

  • This filing is a disclosure of a passive investment stake and does not contain performance metrics for Pineapple Express Cannabis Co. that would allow for a direct comparison to industry standards or specific comparable companies' results.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Beneficial Ownership Limit AdjustmentThe beneficial ownership limitation for Alumni Capital LP was increased from 4.99% to 9.99% through an agreement with Pineapple Express Cannabis Co.June 5, 2025This change allows Alumni Capital LP to hold a larger, yet still passive, stake in the company, reflecting a deeper investment commitment without seeking control.

Related Party Transactions

  • Alumni Capital LP's acquisition of the Convertible Promissory Note from Pineapple Express Cannabis Co. represents a direct financial transaction between the investor and the company.

Stakeholder Impact

  • Shareholders: The disclosure of a significant institutional investor taking a 9.99% stake could be viewed positively, potentially signaling market confidence. Future conversions of the note could lead to dilution if not already accounted for in the market's valuation.
  • Company (Pineapple Express Cannabis Co.): The convertible note provided capital, and the increased ownership limit allows for a larger, yet passive, institutional investor presence, potentially enhancing market credibility.

Next Steps

  • Alumni Capital LP may convert portions of the Convertible Promissory Note into common stock of Pineapple Express Cannabis Co., subject to the 9.99% beneficial ownership limitation.

Key Dates

DateDescription
March 18, 2021Date of the Convertible Promissory Note.
June 5, 2025Date of event requiring the Schedule 13G filing (acquisition of the Convertible Promissory Note).
September 5, 2025Date as of which 37,562,047 shares of Pineapple Express Cannabis Co. were outstanding, used for beneficial ownership calculation.
September 9, 2025Date Pineapple Express Cannabis Co. filed its Quarterly Report on Form 10-Q with the SEC.
October 8, 2025Date of the Schedule 13G filing.

Keywords

Pineapple Express Cannabis Co, Alumni Capital LP, Ashkan Mapar, Schedule 13G, beneficial ownership, convertible promissory note, cannabis industry, equity investment, institutional investor

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