Amended Statement of Ownership (sc 13g/a)
12 July 2022 - 06:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aequi Acquisition
Corp.
|
|
|
(Name of Issuer) |
|
Class A Common Stock, par value $0.0001 per share
|
|
|
|
(Title of Class of Securities) |
|
00775W102
|
|
|
|
(CUSIP Number) |
|
|
|
June 30, 2022 |
|
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o 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
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).
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CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 2 of 13 Pages
|
|
|
|
|
|
|
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1
|
NAME OF REPORTING PERSONS
Guggenheim Capital,
LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (b) o
|
|
|
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
1,786,600
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,786,600
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,600 |
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.77%
|
|
12
|
TYPE
OF REPORTING PERSON
HC
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 3 of 13 Pages
|
|
|
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|
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|
|
1
|
NAME OF REPORTING PERSONS
Guggenheim Partners,
LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (b) o
|
|
|
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
1,786,600
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,786,600
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,600 |
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.77%
|
|
12
|
TYPE
OF REPORTING PERSON
HC
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 4 of 13 Pages
|
|
|
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|
|
1
|
NAME OF REPORTING PERSONS
GI Holdco II
LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (b) o
|
|
|
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
1,786,600
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,786,600
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,600 |
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.77%
|
|
12
|
TYPE
OF REPORTING PERSON
HC
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 5 of 13 Pages
|
|
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
GI Holdco LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (b) o
|
|
|
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
1,786,600
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,786,600
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,600 |
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.77%
|
|
12
|
TYPE
OF REPORTING PERSON
HC
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 6 of 13 Pages
|
|
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Guggenheim Partners
Investment Management Holdings, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (b) o
|
|
|
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
1,786,600
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,786,600
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,600 |
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.77%
|
|
12
|
TYPE
OF REPORTING PERSON
HC
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 7 of 13 Pages
|
|
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Guggenheim Partners
Investment Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (b) o
|
|
|
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
1,786,600
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,786,600
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,786,600 |
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.77%
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 8 of 13 Pages
|
| Item 1. |
|
(a) Name of Issuer: |
Aequi Acquisition Corp.
|
|
(b) Address of Issuer’s Principal
Executive Offices: |
500 West Putnam Avenue, Suite 400, Greenwich, CT 06830
| Item 2. |
|
(a) Name of Person
Filing: |
This statement is jointly filed by Guggenheim Capital, LLC,
Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC,
Guggenheim Partners Investment Management Holdings, LLC, and
Guggenheim Partners Investment Management, LLC (“GPIM”). This
statement relates to the shares of Class A Common Stock, par value
$0.0001 per share of the Issuer (the “Shares”), underlying units of
the Issuer (the “Units”) each consisting of one Share and one-third
of one redeemable warrant (the “Warrants”), beneficially owned
directly by GPIM, a Delaware limited liability company. Guggenheim
Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI
Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment
Management Holdings, LLC and GPIM. GPIM is a registered investment
adviser under Section 203 of the Investment Advisers Act of 1940.
As a result of its role as investment adviser, GPIM may be deemed
to be the beneficial owner of certain of the Shares of the Issuer
reported herein for purposes of §13(d) and 13(g) of the Securities
Exchange Act of 1934.
|
|
(b) Address of Principal Business
Office, or, if none, Residence: |
Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL
60606
Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL
60606
GI Holdco II LLC: 330 Madison Avenue, New York, NY 10017
GI Holdco LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim Partners Investment Management Holdings, LLC: 330
Madison Avenue, New York, NY 10017
Guggenheim Partners Investment Management, LLC: 100 Wilshire
Boulevard, 5th Floor, Santa Monica, CA 90401
Guggenheim Capital, LLC is a Delaware limited liability
company.
Guggenheim Partners, LLC is a Delaware limited liability
company.
GI Holdco II LLC is a Delaware limited liability company.
GI Holdco LLC is a Delaware limited liability company.
Guggenheim Partners Investment Management Holdings, LLC is a
Delaware limited liability company.
Guggenheim Partners Investment Management, LLC is a Delaware
limited liability company.
| |
|
(d) Title of Class of
Securities: |
Class A Common Stock, par value $0.0001 per share
00775W102
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 9 of 13 Pages
|
| |
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) |
o |
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) |
x |
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). |
| |
| |
(g) |
x |
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). |
|
| |
| |
(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: |
| |
|
|
|
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 10 of 13 Pages
|
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:
As of June 30, 2022, Guggenheim Capital, LLC may be deemed the
beneficial owner of 1,786,600 Shares directly beneficially owned by
GPIM, and indirectly by Guggenheim Partners Investment Management
Holdings, LLC, GI Holdco LLC, GI Holdco II, LLC and Guggenheim
Partners, LLC. This amount excludes the Warrants to purchase
Shares, because the Reporting Persons do not have the right to
acquire the Shares underlying the Warrants within 60 days.
(b) Percent of class:
Each of Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI
Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment
Management Holdings, LLC, and GPIM may be deemed to beneficially
own approximately 7.77% of the outstanding Shares.
(c) Number of shares as to which the person has:
Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco
II LLC, GI Holdco LLC, Guggenheim Partners Investment Management
Holdings, LLC, and GPIM
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,786,600
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of:
1,786,600
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 11 of 13 Pages
|
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 5 percent of the class of securities, check the
following o.
Item 6. Ownership of More
Than Five Percent on Behalf of Another Person
See disclosure in Item 2 hereof.
Item 7. Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
See disclosure in Item 2 hereof.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of
Group
Not Applicable.
Item 10.
Certification
By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course
of business and 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.
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 12 of 13 Pages
|
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.
Dated: July 11,
2022
| |
Guggenheim Capital,
LLC |
|
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert
A. Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
Guggenheim Partners,
LLC
|
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert A.
Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
GI Holdco II
LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert A.
Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
GI Holdco
LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert
A. Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
Guggenheim Partners
Investment Management Holdings, LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert
A. Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
Guggenheim Partners
Investment Management, LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert
A. Saperstein |
| |
|
Title: |
Authorized
Signatory |
|
CUSIP No. 00775W102
|
SCHEDULE
13G/A
|
Page 13 of 13 Pages
|
JOINT FILING
AGREEMENT
The undersigned hereby agree
that the statement on Schedule 13G/A with respect to the Shares of
Aequi Acquisition Corp. dated as of June 30, 2022 is, and any
amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Dated: July 11,
2022
| |
Guggenheim Capital,
LLC |
|
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert
A. Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
Guggenheim Partners,
LLC
|
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert A.
Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
GI Holdco II
LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert
A. Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
GI Holdco
LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert A.
Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
Guggenheim Partners
Investment Management Holdings, LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert A.
Saperstein |
| |
|
Title: |
Authorized
Signatory |
| |
Guggenheim Partners
Investment Management, LLC |
| |
By: Guggenheim Capital,
LLC, parent company |
| |
|
|
|
| |
By: |
/s/ Robert A.
Saperstein |
| |
|
Name: |
Robert A.
Saperstein |
| |
|
Title: |
Authorized
Signatory |
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