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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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) |
Kevin Schwartz c/o Paine Schwartz Partners, 610 Broadway, 3rd Floor New York, NY, 10012 (212) 379-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/27/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Paine Schwartz Food Chain Fund V GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | 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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| 11 | Aggregate amount beneficially owned by each reporting person
26,107,565.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
67.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Suja Life, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3831 Ocean Ranch Blvd, Oceanside,
CALIFORNIA
, 92056. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 18, 2026 (the "Original Schedule 13D" and, together with Amendment No. 1 to the Original Schedule 13D filed with the Securities and Exchange Commission on August 25, 2026 ("Amendment No. 1") and this Amendment No. 2, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
Open Market Purchases
From August 26, 2026 through August 31, 2026, PSP Suja Life Aggregator, L.P. ("Suja Life Aggregator") purchased an aggregate of 827,248 shares of Class A Common Stock in open market transactions, for which it paid an aggregate of $7,890,116.38, including brokerage commissions (the "Open Market Purchases"). The Open Market Purchases are set forth in detail in Schedule I of this Amendment No. 2 and are incorporated herein by reference effected during this period.
Source of Funds
Suja Life Aggregator used available investment funds in its possession to fund the Open Market Purchases of the shares of Class A Common Stock described above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a), (b) and (c) of the Original Schedule 13D are hereby amended
The Reporting Person beneficially owns an aggregate of 26,107,565 shares of Class A Common Stock, representing 67.6% of the Class A Common Stock outstanding based on (i) 23,788,700 shares of Class A Common Stock outstanding as of July 31, 2026, as reported on the Issuer's Form 10-Q filed on August 4, 2026, plus (ii) 14,836,312 shares of Class A Common Stock issuable upon the exchange of 14,836,312 LP Units together with an equal number of shares of Class V Common Stock.
The securities reported herein consist of shares of Class A Common Stock held directly by PSFC Fund V B, PSFC Fund V C, PSFC Fund V D, Consortium Aggregator, and Suja Life Aggregator. Paine Schwartz Food Chain Fund V, L.P. ("PSFC Fund V") is one of the members of Consortium Aggregator. The sole general partner of PSFC Fund V, PSFC Fund V B, PSFC Fund V C, PSFC Fund V D, and Suja Life Aggregator is Paine Schwartz Food Chain Fund V GP L.P. ("PSFC Fund V GP"). The general partner of PSFC Fund V GP is Paine Schwartz Food Chain Fund V GP, Ltd., which is managed by a board of directors that includes W. Dexter Paine, III, Angelos Dassios, and Kevin Schwartz. Mr. Schwartz serves on the Issuer's board of directors and may be deemed to exercise investment control over the reported securities. Pursuant to Rule 13d-4 of the Act, the Reporting Person declares that filing this Statement shall not be deemed an admission that the Reporting Person, or any of the foregoing, is a beneficial owner of the reported securities, for purposes of Section 13(d) and/or Section 13(g) or for any other purpose. | |
| (b) | The responses of the Reporting Person set forth in rows (7) through (10) of the cover page of this Schedule 13D and the information set forth in Item 5(a) hereof are incorporated by reference into this Item 5(b). | |
| (c) | The Open Market Purchases of the Class A Common Stock by Suja Life Aggregator from August 26, 2026 through August 31, 2026 are set forth in Schedule I of this Amendment No. 2 and are incorporated herein by reference. Additional open market purchases effected during the past sixty days were previously reported in the Original Schedule 13D and Amendment No. 1. | |
| 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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