(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0.
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
Sculptor and Sculptor-II
serve as the principal investment managers to the Accounts and thus
may be deemed beneficial owners of the Common Stock in the Accounts
managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general
partner of Sculptor-II and
is wholly owned by Sculptor. SCHC serves as the sole general
partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control
Sculptor as well as Sculptor-II and, therefore, may be
deemed to be the beneficial owners of the Common Stock reported in
this Schedule 13G. SCU is the sole shareholder of SCHC, and, for
purposes of this Schedule 13G, may be deemed a beneficial owner of
the Common Stock reported herein.
As of the close of business on November 16, 2021, the
reporting persons may be deemed to have beneficially owned an
aggregate of 1,562,501 shares (or 5.13%) of the Issuer’s
Class A Common Stock as a result of holding 625,002 shares of
Class A Common Stock, 312,501 of the Issuer’s warrants, and
624,998 of the Issuer’s units. Each unit consists of one share of
the Issuer’s Class A Common Stock and one-half of one redeemable warrant.
Each whole warrant entitles the holder to purchase one share of
Class A Common Stock at an exercise price of $11.50 per share.
The percentages herein were calculated based on 30,475,000 units,
as reported in the Issuer’s Form 10-Q filed November 19, 2021.
Ownership of 5 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 [ ].
Dissolution of a group requires a response to this item.
Ownership of More than 5 Percent on Behalf of
See Item 4.
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
Identification and Classification of Members of
See Item 4.
Notice of Dissolution of Group.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
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
(Federal Register as of 12-2017)