UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

(Initial Filing)

 
SG Blocks, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

 

78418A505

 

(CUSIP Number)

 

January 11, 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 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 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 . 78418A505    

 

1

NAME OF REPORTING PERSONS
Intrinsic Edge Capital Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

81-115099

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING POWER

0

  
6

SHARED VOTING POWER

476,912

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

476,912

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

476,912

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.55%

  
12

TYPE OF REPORTING PERSON

IA

  
         

 

 

 

CUSIP No . 78418A505    

 

1

NAME OF REPORTING PERSONS
Intrinsic Edge Capture, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

20-5956612

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(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

0

  
6

SHARED VOTING POWER

476,912

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

476,912

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

476,912

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.55%

  
12

TYPE OF REPORTING PERSON

PN

  
         

 

 

 

CUSIP No . 78418A505    

 

1

NAME OF REPORTING PERSONS
Intrinsic Holdings, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

36-3991567

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(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

0

  
6

SHARED VOTING POWER

476,912

  
7

SOLE DISPOSITIVE POWER

0

  
8

SHARED DISPOSITIVE POWER

476,912

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

476,912 

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

5.55% 

  
12

TYPE OF REPORTING PERSON 

HC 

  
         

 

 

 

CUSIP No . 78418A505    

 

1

NAME OF REPORTING PERSONS
Mark D. Coe

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

 

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

  

NUMBER OF
SHARES 

BENEFICIALLY
OWNED BY 

EACH
REPORTING 

PERSON
WITH:

 5

SOLE VOTING POWER

0 

  
6

SHARED VOTING POWER 

476,912 

  
7

SOLE DISPOSITIVE POWER 

0 

  
8

SHARED DISPOSITIVE POWER 

476,912 

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

476,912 

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

5.55% 

  
12

TYPE OF REPORTING PERSON 

IN 

  
         

 

 

 

CUSIP No . 78418A505    

 

Item 1(a).   Name of Issuer:  
    SG Blocks, Inc. (the “Issuer”)  
       
Item 1(b).   Address of Issuer’s Principal Executive Offices:  
    17 State Street, 19th Floor, New York, NY 10004  
       
Item 2(a).   Name of Person Filing:  
   

This Schedule 13G is being jointly filed by the following: 

Intrinsic Edge Capital Management, LLC (the “Manager”) 

Intrinsic Holdings, LLC (the “General Partner”) 

Intrinsic Edge Capture, L.P. (the “Fund”) 

Mark D. Coe (“Mr. Coe”)

 

  
 

The Fund is the direct holder and the beneficial owner of 476,912 shares of common stock of the Issuer (the “Shares”). The General Partner may be deemed to be a beneficial owner of these Shares because it is the sole general partner of the Fund. The Manager may be deemed to be a beneficial owner of these Shares because it acts as the investment manager of the Fund. Mr. Coe may also deemed to be the beneficial owner of these Shares because he controls the Manager in his position as the managing member and majority owner of the Manager.

 

The Fund, the General Partner, the Manager and Mr. Coe are filing this Schedule 13G with respect to these Shares pursuant to Rule 13d-1(c) under the Act. Each of the Fund, the General Partner, the Manager and Mr. Coe is, or may be deemed to be, as applicable, the beneficial owner of the total amount of Shares set forth across from its or his respective name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons or any of their affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other than Section 13(d) of the Act.

  
       
Item 2(b).   Address of Principal Business Office or, if None, Residence:  
   

Each of the reporting persons identified in Item 2(a) has its principal business office at: 

180 North LaSalle Street, Suite 1800, Chicago, IL 60601 

  
       
Item 2(c).   Citizenship:  
   

Intrinsic Edge Capital Management, LLC – an Illinois limited liability company 

Intrinsic Edge Capture, L.P. – a Delaware limited partnership 

Intrinsic Holdings, LLC – a Delaware limited liability company 

Mark D. Coe – United States citizen 

  
       
Item 2(d).   Title of Class of Securities:  
    Common Stock, $0.01 par value  
       
Item 2(e).   CUSIP Number: 78418A505  
       
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).  
  (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 U.S.C. 80a-8).  
  (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)(ii)(G);
  (h) ☐ A savings association 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 (15 U.S.C. 80a-3);
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

CUSIP No . 78418A505    
     
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:
   

Intrinsic Edge Capital Management, LLC – 476,912

Intrinsic Edge Capture, L.P. – 476,912

Intrinsic Holdings, LLC – 476,912

Mark D. Coe – 476,912

     
  (b) Percent of class:1
   

Intrinsic Edge Capital Management, LLC – 5.55%

Intrinsic Edge Capture, L.P. – 5.55%

Intrinsic Holdings, LLC – 5.55%

Mark D. Coe – 5.55%

 
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
     

Intrinsic Edge Capital Management, LLC - 0

Intrinsic Edge Capture, L.P. – 0

Intrinsic Holdings, LLC – 0

Mark D. Coe – 0

       
    (ii) Shared power to vote or to direct the vote
     

Intrinsic Edge Capital Management, LLC – 476,912

Intrinsic Edge Capture, L.P. – 476,912

Intrinsic Holdings, LLC – 476,912

Mark D. Coe – 476,912

       
    (iii) Sole power to dispose or to direct the disposition of
     

Intrinsic Edge Capital Management, LLC - 0

Intrinsic Edge Capture, L.P. – 0

Intrinsic Holdings, LLC – 0

Mark D. Coe – 0

       
    (iv) Shared power to dispose or to direct the disposition of
     

Intrinsic Edge Capital Management, LLC – 476,912

Intrinsic Edge Capture, L.P. – 476,912

Intrinsic Holdings, LLC – 476,912

Mark D. Coe – 476,912

             

 

1 Percentage calculated in each case based on 8,596,189 aggregate Shares issued and outstanding as of November 10, 2020 as reported in the Form 10-Q filed by the Issuer on November 19, 2020.

 

 

 

CUSIP No . 78418A505  

 

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 or Control Person.

Not applicable

       
Item 8.

Identification and Classification of Members of the Group.

Not applicable

       
Item 9.

Notice of Dissolution of Group.

Not applicable

 

 

 

CUSIP No . 78418A505    

   
Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

  INTRINSIC EDGE CAPITAL MANAGEMENT, LLC  
       
  Date:      January 21, 2021  
       
  By: /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Title: Managing Member  
       
  INTRINSIC EDGE CAPTURE, L.P.  
       
  Date:      January 21, 2021  
       
  By: Intrinsic Holdings, LLC, General Partner  
       
  By: /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Title: Managing Member  
       
  INTRINSIC HOLDINGS, LLC  
       
  Date:      January 21, 2021  
       
  By: /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Title: Managing Member  
       
    /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Date: January 21, 2021  

 

 

 

CUSIP No . 78418A505    

 

Exhibit A

JOINT FILING AGREEMENT

 

The undersigned agree that the statement on Schedule 13G with respect to the common stock of SG Blocks, Inc., dated as of January 21, 2021, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

  INTRINSIC EDGE CAPITAL MANAGEMENT, LLC  
       
  Date:      January 21, 2021  
       
  By: /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Title: Managing Member  
       
  INTRINSIC EDGE CAPTURE, L.P.  
       
  Date:      January 21, 2021  
       
  By: Intrinsic Holdings, LLC, General Partner  
       
  By: /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Title: Managing Member  
       
  INTRINSIC HOLDINGS, LLC  
       
  Date:      January 21, 2021  
       
  By: /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Title: Managing Member  
       
    /s/ Mark D. Coe  
  Name: Mark D. Coe  
  Date: January 21, 2021