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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Equity Swap (obligation to buy) | $ 1.5696 | 06/02/2021 | J/K(3) | 1 | 06/01/2023 | 06/01/2023 | Warrant (4) | 4,330 | (3) | 1 | I | See Notes 1 and 2 (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crescent Park Management, L.P. 1900 UNIVERSITY AVENUE, SUITE 501 EAST PALO ALTO, CA 94303 |
X |
Doug Edwards, Chief Financial Officer of Crescent Park Management, L.P. | 06/04/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | The reporting persons are Crescent Park Management, L.P. ("Crescent Park"), Crescent Park GP, LLC ("Crescent Park GP") and Eli D. Cohen. Crescent Park is the investment adviser of investment funds (the "Funds"), and Crescent Park GP is the general partner of the Funds. Mr. Cohen is the control person of Crescent Park and Crescent Park GP. Crescent Park is filing this report for itself and the other reporting persons. The reporting persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. |
(2) | The Funds hold the securities reported herein directly for the benefit of their investors. Crescent Park and Crescent Park GP indirectly beneficially own the securities reported herein as the investment adviser and general partner, respectively, of the Funds. Mr. Cohen indirectly beneficially owns the securities reported herein as the control person of Crescent Park and Crescent Park GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest in them. |
(3) | On June 2, 2021, the reporting persons entered into an equity swap agreement with a securities broker under which, upon expiration of the two-year term of agreement, either (1) the broker will be required to pay to the reporting persons an amount representing the price of a warrant of the Issuer at the time of expiration, less $1.5696, multiplied by 4,330 warrants, less accrued broker financing charges or (2) the reporting persons will be required to pay to the broker an amount representing $1.5696 less the price of a warrant of the Issuer at the time of expiration, multiplied by 4,330 warrants, plus accrued broker financing charges. |
(4) | Each warrant entitles the holder to purchase one Class A ordinary share of the Issuer at a price of $11.50 per share, becomes exercisable on the later of 30 days after the completion of the Issuer's initial business combination and November 27, 2021, and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption of the warrants or liquidation of the Issuer. |