FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gotham Green Partners LLC
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2021
3. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC. [ITHUF]
(Last)
(First)
(Middle)
1437 4TH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA MONICA, CA 90401
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares 2,762,646
I (1)
By Gotham Green Credit Partners SPV 1, L.P. See footnote 1.
Common Shares 1,082,759
I
By Gotham Green Fund 1 (Q), L.P. See footnote 1.
Common Shares 270,646
I
By Gotham Green Fund 1, L.P. See footnote 1.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Debenture   (2) 05/14/2021(3) Common Shares 9,533,773 (4) $ 3.08 I By Gotham Green Credit Partners SPV 1, L.P. See footnote 1.
Convertible Debenture   (2) 05/14/2021(3) Common Shares 3,115,360 (4) $ 3.08 I By Gotham Green Fund 1 (Q), L.P. See footnote 1.
Convertible Debenture   (2) 05/14/2021(3) Common Shares 778,717 (4) $ 3.08 I By Gotham Green Fund 1, L.P. See footnote 1.
Convertible Debenture   (2) 05/14/2022(3) Common Shares 10,649,528 (4) $ 1.6104 I By Gotham Green Partners SPV V, L.P. See footnote 1 .
Convertible Warrant   (2) 05/14/2021(3) Common Shares 4,735,964 $ 3.6 I By Gotham Green Credit Partners SPV 1, L.P. See footnote 1.
Convertible Warrant   (2) 05/14/2021(3) Common Shares 1,547,575 $ 3.6 I By Gotham Green Fund 1 (Q), L.P. See footnote 1.
Convertible Warrant   (2) 05/14/2021(3) Common Shares 386,833 $ 3.6 I By Gotham Green Fund 1, L.P. See footnote 1.
Note   (2) 05/14/2021(3) Common Shares 4,232,937 (4) $ 1.89 I By Gotham Green Fund 1 (Q), L.P. See footnote 1.
Note   (2) 05/14/2021(3) Common Shares 1,058,069 (4) $ 1.89 I By Gotham Green Fund 1, L.P. See footnote 1.
Note   (2) 05/14/2021(3) Common Shares 4,515,185 (4) $ 1.89 I By Gotham Green Fund II (Q), L.P. See footnote 1.
Note   (2) 05/14/2021(3) Common Shares 775,820 (4) $ 1.89 I By Gotham Green Fund II, L.P. See footnote 1.
Tranche B Warrant   (2) 09/30/2022(3) Common Shares 2,030,520 $ 1.97 I By Gotham Green Fund 1 (Q), L.P. See footnote 1.
Tranche B Warrant   (2) 09/30/2022(3) Common Shares 507,551 $ 1.97 I By Gotham Green Fund 1, L.P. See footnote 1.
Tranche B Warrant   (2) 09/30/2022(3) Common Shares 2,165,914 $ 1.97 I By Gotham Green Fund II (Q), L.P. See footnote 1.
Tranche B Warrant   (2) 09/30/2022(3) Common Shares 372,157 $ 1.97 I By Gotham Green Fund II, L.P. See footnote 1.
Warrant   (2) 05/14/2021(3) Common Shares 2,762,646 $ 3.86 I By Gotham Green Credit Partners SPV 1, L.P. See footnote 1.
Warrant   (2) 05/14/2021(3) Common Shares 902,753 $ 3.86 I By Gotham Green Fund 1 (Q), L.P. See footnote 1.
Warrant   (2) 05/14/2021(3) Common Shares 225,652 $ 3.86 I By Gotham Green Fund 1, L.P. See footnote 1.
Warrant   (2) 12/22/2022(3) Common Shares 5,120,097 $ 1.6748 I By Gotham Green Partners SPV V, L.P. See footnote 1.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gotham Green Partners LLC
1437 4TH STREET
SANTA MONICA, CA 90401
    X    

Signatures

/s/ Jason Adler, Managing Member 02/08/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partners of Gotham Green Partners SPV V, L.P.
(2) Currently exercisable.
(3) Maturity or expiration date, as applicable, may be extended by Issuer for an additional 12 months. As a result of an event of default on the debenture or note, the maturity date has been accelerated.
(4) Represents the number of shares that may be issued upon exercise of an Exchange Warrant, which effects the exchange of the principal amount of the debenture or note for common shares. The debenture or note carries an interest rate of 13% per annum and a 16% default rate. Accrued interest and fees may also be converted into common shares at the holder's option.

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