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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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Once Upon a Farm, PBC (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
68237F108 (CUSIP Number) |
03/31/2026
(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 Number(s): | 68237F108 |
| 1 | Names of Reporting Persons
CAVU Venture Partners II, LP | ||||||||
| 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
DELAWARE
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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
7,411,502.00 | ||||||||
| 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)
17.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): | 68237F108 |
| 1 | Names of Reporting Persons
CAVU Venture Partners III, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,274,219.00 | ||||||||
| 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)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): | 68237F108 |
| 1 | Names of Reporting Persons
CAVU Venture Partners IV L.P. | ||||||||
| 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
DELAWARE
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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
731,396.00 | ||||||||
| 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)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): | 68237F108 |
| 1 | Names of Reporting Persons
TNG Investors LP / DE | ||||||||
| 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
DELAWARE
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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
646,478.00 | ||||||||
| 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)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Once Upon a Farm, PBC | |
| (b) | Address of issuer's principal executive offices:
950 Gilman Street, Suite 100, Berkeley, CA 94710 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by CAVU Venture Partners II L.P. ("CAVU II"), CAVU Venture Partners III L.P. ("CAVU III"), CAVU Venture Partners IV L.P. ("CAVU IV") and TNG Investors LP ("TNG" and together with CAVU II, CAVU III and CAVU IV, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business and principal office of each of the Reporting Persons is 515 West 20th Street, Suite 4W, New York, NY 10011. | |
| (c) | Citizenship:
Each of the Reporting Persons is incorporated under the laws of Delaware. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP Number(s):
68237F108 | |
| 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:
(1) Fund II directly owns 7,411,502 shares of Common Stock, representing approximately 17.7% of the outstanding Common Stock.
(2) Fund III directly owns 2,274,219 shares of Common Stock, representing approximately 5.4% of the outstanding Common Stock.
(3) Fund IV directly owns 731,396 shares of Common Stock, representing approximately 1.7% of the outstanding Common Stock.
(4) TNG directly owns 646,478 shares of Common Stock, representing approximately 1.5% of the outstanding Common Stock.
CAVU Venture Partners GP II, LP ("Fund II GP"), as the general partner of Fund II, and CAVU Venture Partners GP II, LLC ("Fund II GP LLC"), as the general partner of Fund II GP, each may be deemed to beneficially own the shares of Common Stock held directly by Fund II. CAVU Venture Partners GP III, LP ("Fund III GP"), as the general partner of Fund III, and CAVU Venture Partners GP III, LLC ("Fund III GP LLC"), as the general partner of Fund III GP, each may be deemed to beneficially own the shares of Common Stock held directly by Fund III. CAVU Venture Partners GP IV, LP ("Fund IV GP"), as the general partner of Fund IV and TNG, and CAVU Venture Partners GP IV, LLC ("Fund IV GP LLC"), as the general partner of Fund IV GP, each may be deemed to beneficially own the shares of Common Stock held directly by Fund IV and TNG. | |
| (b) | Percent of class:
See responses in Item 4(a) above. The percent of class was based upon 41,881,392 shares of Common Stock outstanding as of March 6, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed on March 16, 2026. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(1) Fund II: 7,411,502 shares of Common Stock.
(2) Fund III: 2,274,219 shares of Common Stock.
(3) Fund IV: 731,396 shares of Common Stock.
(4) TNG: 646,478 shares of Common Stock. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) Fund II: 7,411,502 shares of Common Stock.
(2) Fund III: 2,274,219 shares of Common Stock.
(3) Fund IV: 731,396 shares of Common Stock.
(4) TNG: 646,478 shares of Common Stock. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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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