SEC Form SC 13G/A filed by Twin Ridge Capital Acquisition Corp. (Amendment)

2/14/24 5:04:57 PM ET

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SC 13G/A 1 tm246285d2_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to SCHEDULE 13G

Under the Securities Exchange Act of 1934

Twin Ridge Capital Acquisition Corp

(Name of Issuer)

Common Shares, with a par value $0.0001 per share

(Title of Class of Securities)

G9151L104

(CINS Number)

December 31, 2023

(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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

Page 2

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YA II PN, Ltd. (98-0615462)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): CO

Page 3

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YA Global Investments II (U.S.), LP (42-1766918)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): PN

Page 4

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YA II GP, LP (80-0827189)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): PN

Page 5

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) YAII GP II, LLC (81-4908890)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): OO

Page 6

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Yorkville Advisors Global, LP (90-0860458)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): IA

Page 7

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Yorkville Advisors Global II, LLC (81-4918579)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): OO

Page 8

CINS No. G9151L104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Mark Angelo
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization: U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:
	6	Shared Voting Power:
	7.	Sole Dispositive Power:
	8.	Shared Dispositive Power:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percentage of Class Represented by Amount in Row (9):
12.	Type of Reporting Person (See Instructions): IN

Page 9

This Amendment No. 1 is being filed by YA II PN, Ltd., YA Global Investments II (U.S.), Ltd., Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, YA II GP, LP and YA II GP II, LLC (collectively, the “Reporting Persons”) and amends, supplements and supersedes, the initial Schedule 13G filed jointly by the Reporting Persons on November 30, 2022 (the “Original Schedule 13G”). Capitalized terms in this Amendment No. 1 have the meanings assigned to them in the Original Schedule 13G. This Amendment No. 1 is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.

Item 1.

(a)

Name of Issuer:

Twin Ridge Capital Acquisition Corp

(b)

Address of Issuer’s Principal Executive Offices

999 Vanderbilt Beach Road, Suite 200

Naples, FL 34108

Item 2.

Identity and Background.

(a)

Name of Person Filing:

YA II PN, Ltd.

(b)

Address of Principal Executive Office or, if none, Residence of Reporting Persons:

1012 Springfield Ave.

Mountainside, NJ 07092

(c)

Citizenship:

Cayman Islands

(d)

Title of Class of Securities:

Common Shares, with a par value $0.0001 per share

(e)

CINS Number:

G9151L104

Item 3.

If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o);
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or
(k)	x	Group, in accordance with 240.13d(b)(1)(ii)(K).

Page 10

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: 0

(b)

Percentage of Class:

(c)

Number of shares as to which the person has:

(i)

Sole Power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition: 0

(iv)

Shared power to dispose or to direct the disposition:

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 ¨.

Page 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

Dated: February 12, 2024

	REPORTING PERSON:

YA II PN, Ltd.

By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer

YA Global Investments II (U.S.), Ltd.

By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer

Yorkville Advisors Global, LP

By: Yorkville Advisors Global, LLC
Its: General Partner

By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer

Yorkville Advisors Global II, LLC

By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer

YA II GP, LP

By: YAII GP II, LLC
Its: General Partner

By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer

YAII GP II, LLC

By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer

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SEC Form SC 13G/A filed by Twin Ridge Capital Acquisition Corp. (Amendment)

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