0001493152-22-004011.txt : 20220211 0001493152-22-004011.hdr.sgml : 20220211 20220211161531 ACCESSION NUMBER: 0001493152-22-004011 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vita Coco Company, Inc. CENTRAL INDEX KEY: 0001482981 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 113713156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93432 FILM NUMBER: 22621106 BUSINESS ADDRESS: STREET 1: 39 WEST 14TH STREET, SUITE 404 CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-206-0763 MAIL ADDRESS: STREET 1: 39 WEST 14TH STREET, SUITE 404 CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: All Market Inc. DATE OF NAME CHANGE: 20210824 FORMER COMPANY: FORMER CONFORMED NAME: All Market, Inc. DATE OF NAME CHANGE: 20210824 FORMER COMPANY: FORMER CONFORMED NAME: Vita Coco Company, Inc. DATE OF NAME CHANGE: 20210823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Verlinvest Beverages SA CENTRAL INDEX KEY: 0001889193 IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PLACE EUGENE FLAGEY 18 CITY: BRUSSELS STATE: C9 ZIP: B-1050 BUSINESS PHONE: 322-626-9870 MAIL ADDRESS: STREET 1: PLACE EUGENE FLAGEY 18 CITY: BRUSSELS STATE: C9 ZIP: B-1050 SC 13G 1 form-sc13g.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

The Vita Coco Company, Inc.

 

(Name of Issuer)

 

Common Stock, par value of $0.01 per share

 

(Title of Class of Securities)

 

92846Q107

 

(CUSIP Number)

 

Michael Kirban, Co-Chief Executive Officer and Chairman

The Vita Coco Company, Inc.

250 Park Avenue South, 7th Floor

New York, NY 10003

(212) 208-0763

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 20, 2021

 

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☒ Rule 13d-1(b)

 

☐ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s 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. 92846Q10713G Page 2 of 5 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Verlinvest Beverages SA

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ☐

(b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Belgium

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5.

SOLE VOTING POWER

 

20,597,697

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

20,597,697

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,597,697

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions) ☐

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

38.87% (1)

12.

TYPE OF REPORTING PERSON (see instructions)

 

CO

 

(1) Based on the number of shares outstanding of 52,996,125 shares of common stock outstanding after the initial public offering as of June 30, 2021 and stated in the Issuers Form S-1/A filed with the SEC on October 15, 2021.

 

 
CUSIP No. 92846Q10713G Page 3 of 5 Pages

  

Item 1.

 

  (a)

Name of Issuer

The Vita Coco Company, Inc.

     
  (b)

Address of Issuer’s Principal Executive Offices

250 Park Avenue South

Seventh Floor

New York, NY 10003

 

Item 2.

 

  (a)

Name of Person Filing

This Schedule 13G/A is being filed on behalf of the following reporting persons: (i) Verlinvest Beverages SA, a company incorporated in Belgium.

     
  (b)

Address of the Principal Office or, if none, residence

Place Eugène Flagey 18

1050 Ixelles, Belgium

     
  (c)

Citizenship

Belgium

     
  (d)

Title of Class of Securities

Common stock, par value $0.01 per share.

     
  (e)

CUSIP Number

CUSIP number 92846Q107 has been assigned to the shares of common stock of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “COCO.”

 

Item 3.

 

Not applicable.

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:
      20,597,697
       
  (b) Percent of class:
      38.87% (1)

 

 
CUSIP No. 92846Q10713G Page 4 of 5 Pages

 

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

Sole power to vote or to direct the vote

20,597,697

       
    (ii) Shared power to vote or to direct the vote
      0
       
    (iii) Sole power to dispose or to direct the disposition of
      20,597,697
       
    (iv)

Shared power to dispose or to direct the disposition of

0

 

(1) Based on the number of shares outstanding of 52,996,125 shares of common stock outstanding after the initial public offering as of June 30, 2021 and stated in the Issuers Form S-1/A filed with the SEC on October 15, 2021.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ☐.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

Not applicable.

 

 
CUSIP No. 92846Q10713G Page 5 of 5 Pages

 

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.

 

  February 11, 2022
  Date
   
  Verlinvest Beverages SA
       
    /s/ Rafael Hulpiau     /s/ Axelle Henry
  Name: Rafael Hulpiau   Name: Axelle Henry
  Title: Joint Proxy-Holder   Title: Joint Proxy-Holder