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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Suja Life, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Paine Schwartz Food Chain Fund V GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,324,528.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
60.39 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: The reported securities include (i) 8,488,216 shares of Class A common stock ("Class A Common Stock") and (ii) 14,836,312 shares of Class A Common Stock issuable in respect of 14,836,312 Class A common units of the Issuer ("LP Units"), together with an equal number of shares of Class V common stock ("Class V Common Stock").
The reported percentage is calculated based on 23,788,700 shares of Class A Common Stock outstanding as of July 31, 2026, as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on August 4, 2026, and as increased by 14,836,312 shares of Class A Common Stock issuable in respect of 14,836,312 LP Units, together with an equal number of shares of Class V Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Suja Life, Inc. | |
| (b) | Address of issuer's principal executive offices:
3831 Ocean Ranch Blvd. Oceanside CA 92056 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed by Paine Schwartz Food Chain Fund V GP, Ltd., referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
c/o Paine Schwartz Partners, 610 Broadway, 3rd Floor, New York, NY 10012 | |
| (c) | Citizenship:
Cayman Islands | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on the cover page hereto.
The reported securities are directly held by the following:
(i) 6,368,185 shares of Class A Common Stock held by Paine Schwartz Food Chain Fund V B, L.P. ("PSFC Fund V B"); (ii) 1,384,406 shares of Class A Common Stock held by Paine Schwartz Food Chain Fund V C, L.P. ("PSFC Fund V C"); (iii) 688,006 shares of Class A Common Stock held by Paine Schwartz Food Chain Fund V D, L.P. ("PSFC Fund V D"); and (iv) 47,619 shares of Class A Common Stock, 14,836,312 LP Units, and 14,836,312 shares of Class V Common Stock held by Suja Life Consortium Aggregator, L.P. ("Consortium Aggregator").
Paine Schwartz Food Chain Fund V, L.P. ("PSFC Fund V") is one of the members of Consortium Aggregator. The Reporting Person is the indirect general partner of PSFC Fund V, PSFC Fund V B, PSFC Fund V C, and PSFC Fund V D (together with PSFC Fund V, the "PSP Funds"). Consequently, the Reporting Person may be deemed the beneficial owner of the shares held by the PSP Funds.
Pursuant to Rule 13d-4 of the Act, the Reporting Person declares that filing this Statement shall not be construed as an admission that the Reporting Person beneficially owns the reported securities, for the purposes of Section 13(d) and/or Section 13(g) of the Act or for any other purpose. | |
| (b) | Percent of class:
See response to row 11 on the cover page hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to row 5 on the cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on the cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The response of the Reporting Person in Item 4(a) is incorporated into this Item 6. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
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.
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