Statement of Changes in Beneficial Ownership (4)
06 August 2022 - 07:10AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Alpha Capital
Sponsor LLC |
2. Issuer Name and Ticker or Trading
Symbol Alpha Capital Acquisition Co [ ASPCU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O ALPHA CAPITAL ACQUISITION COMPANY, 1230 AVENUE OF THE
AMERICAS, FLOOR 16 |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/3/2022
|
(Street)
NEW YORK, NY 10020
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A ordinary shares |
8/3/2022 |
|
C |
|
5750000 |
A |
(1) |
5750000 |
D (2) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B ordinary shares |
(1) |
8/3/2022 |
|
C |
|
|
5750000 (3) |
(1) |
(1) |
Class A ordinary shares |
5750000 |
$0 |
0 |
D (2) |
|
Private Placement Warrants (4) |
$11.5 |
8/3/2022 |
|
A (4) |
|
7000000 |
|
9/3/2022 |
8/3/2027 |
Class A ordinary shares |
7000000 |
$1 |
7000000 |
D (2) |
|
Explanation of
Responses: |
(1) |
Each Class B ordinary share
automatically converted into Class A ordinary shares in connection
with the consummation of the issuer's initial business combination
on a one-for-one basis. |
(2) |
Alpha Capital Sponsor LLC
(the "Sponsor") is the record holder of such shares, and is
controlled by a board of managers. Each manager has one vote, and
the approval of two of the three members is required to approve an
action. Under the so-called "rule of three," if voting and
dispositive decisions regarding an entity's securities are made by
two or more individuals, and a voting and dispositive decision
requires the approval of a majority of those individuals, none of
the individuals is deemed a beneficial owner of the entity's
securities. This is the situation with regard to the Sponsor. Based
on the foregoing, no manager exercises voting or dispositive
control over any of the securities held by the Sponsor.
Accordingly, none of them will be deemed to have or share
beneficial ownership of such shares and, for the avoidance of
doubt, each expressly disclaims any such beneficial interest to the
extent of any pecuniary interest he may have therein, directly or
indirectly. |
(3) |
The Sponsor's Form 3
inadvertently omitted 750,000 Class B ordinary shares held by the
Sponsor at that time. |
(4) |
The private placement
warrants are reported as acquired for purposes of Section 16 of the
Exchange Act concurrent with the consummation of the issuer's
initial business combination, because, pursuant to their terms,
their exercise was not within the control of the reporting persons
until such date. Each private placement warrant is exercisable for
one Class A ordinary share at an exercise price of $11.50 per
share, subject to certain adjustments. The private placement
warrants may be exercised commencing 30 days after, and expire five
years after, the consummation of the initial business combination
or earlier upon redemption or liquidation. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Alpha Capital Sponsor LLC
C/O ALPHA CAPITAL ACQUISITION COMPANY
1230 AVENUE OF THE AMERICAS, FLOOR 16
NEW YORK, NY 10020 |
|
X |
|
|
Signatures
|
/s/ Rahim Lakhani, Authorized
Signatory |
|
8/5/2022 |
**Signature
of Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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. |
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