* 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 the disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 37714P202
|
13G
|
Page
2 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
40 NORTH MANAGEMENT LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
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
1,500,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,500,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
7.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IA
|
|
|
|
|
* Based on a total of 20,000,000 Units
outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26,
2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half
of one warrant.
CUSIP No. 37714P202
|
13G
|
Page
3 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
40 NORTH LATITUDE FUND LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
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
1,500,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,500,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
7.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
* Based on a total of 20,000,000 Units
outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26,
2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half
of one warrant.
CUSIP No. 37714P202
|
13G
|
Page
4 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
40 NORTH LATITUDE MASTER FUND LTD.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,500,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,500,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
7.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
|
|
|
|
* Based on a total of 20,000,000 Units
outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26,
2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half
of one warrant.
CUSIP No. 37714P202
|
13G
|
Page
5 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
40 NORTH GP III LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
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
1,500,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,500,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
7.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
|
* Based on a total of 20,000,000 Units
outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26,
2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half
of one warrant.
CUSIP No. 37714P202
|
13G
|
Page
6 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
DAVID S. WINTER
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,500,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,500,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
7.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
* Based on a total of 20,000,000 Units
outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26,
2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half
of one warrant.
CUSIP No. 37714P202
|
13G
|
Page
7 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
DAVID J. MILLSTONE
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,500,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,500,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
7.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
* Based on a total of 20,000,000 Units
outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26,
2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half
of one warrant.
CUSIP No. 37714P202
|
13G
|
Page
8 of 13 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
Glass Houses Acquisition Corp. (the
“Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
3811 Turtle Creek Boulevard, Suite
1100, Dallas, Texas 75219.
|
Item 2(a).
|
Name of Person Filing:
|
The Statement is filed on behalf
of each of the following persons (collectively, the “Reporting Persons”):
|
i.
|
40 North Management LLC (“40 North Management”);
|
|
ii.
|
40 North Latitude Fund LP (“40 North Latitude Feeder”);
|
|
iii.
|
40 North Latitude Master Fund Ltd. (“40 North Latitude Master”);
|
|
iv.
|
40 North GP III LLC (“40 North GP”);
|
This statement relates to Shares
(as defined in Item 2(d) below) held by 40 North Latitude Master, the “master” fund in a “master-feeder”
structure in which 40 North Latitude Feeder is a “feeder” fund. The principal business of each of 40 North Latitude
Feeder and 40 North Latitude Master is the making of investments in securities and other assets. The principal business of 40 North
GP is to serve as general partner of 40 North Latitude Feeder. 40 North Management serves as principal investment manager to 40
North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio
investments, including the Shares, held for the account of 40 North Latitude Master. David S. Winter and David J. Millstone each
serve as the sole members and principals of each of 40 North Management and 40 North GP, and as the sole directors of 40 North
Latitude Master.
The agreement between the Reporting
Persons to file this statement jointly in accordance with Rule 13d-1(k) under the Exchange Act is attached as Exhibit A.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business
office of each of the Reporting Persons is 9 West 57th Street, 47th Floor, New York, New York 10019.
|
i.
|
40 North Management is a Delaware limited liability company;
|
|
ii.
|
40 North Latitude Feeder is a Delaware limited partnership;
|
|
iii.
|
40 North Latitude Master is a Cayman Islands exempted company incorporated with limited liability;
|
|
iv.
|
40 North GP is a Delaware limited liability company;
|
CUSIP No. 37714P202
|
13G
|
Page
9 of 13 Pages
|
|
v.
|
David S. Winter is a United States citizen; and
|
|
vi.
|
David J. Millstone is a United States citizen.
|
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Common Stock, par value $0.0001 per share
(“Shares”).
The Shares have no CUSIP number. The
CUSIP number for the Units, which include the Shares, is 37714P202.
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
|
This Item
3 is not applicable.
|
Item 4(a).
|
Amount Beneficially Owned:
|
As of the date hereof, each
of the Reporting Persons may be deemed to be the beneficial owner of 1,500,000 Shares.
|
Item 4(b).
|
Percent of Class:
|
Each of the
Reporting Persons may be deemed to be the beneficial owner of all of the Shares reported herein, which represent 7.5% of the
Issuer’s outstanding Shares. The percentage in the immediately preceding sentence is calculated based on a total of 20,000,000
Units outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March
26, 2021 wherein each Unit consists of one Share and one-half of one warrant.
|
Item 4(c).
|
Each of the Reporting Persons may be deemed to have shared
power to vote or dispose or direct the voting or disposition of all of the Shares reported herein.
|
CUSIP No. 37714P202
|
13G
|
Page
10 of 13 Pages
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
This Item 5 is not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
In addition to the Reporting Persons,
the limited partners of (or investors in) 40 North Latitude Feeder, or its respective subsidiaries or affiliated entities, have
the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of 40 North
Latitude Feeder in accordance with their respective limited partnership interests (or investment percentages).
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person:
|
This Item
7 is not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item
8 is not applicable.
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item
9 is not applicable.
By signing below each of the Reporting
Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above 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. 37714P202
|
13G
|
Page
11 of 13 Pages
|
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
|
|
Date: March 30, 2021
|
40 NORTH MANAGEMENT LLC
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
|
|
|
Date: March 30, 2021
|
40 NORTH LATITUDE FUND LP
|
|
|
|
|
By 40 North GP III LLC, its General
Partner
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
|
|
|
Date: March 30, 2021
|
40 NORTH LATITUDE MASTER FUND
LTD.
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Director
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Director
|
|
|
|
Date: March 30, 2021
|
40 NORTH GP III LLC
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
|
|
|
Date: March 30, 2021
|
DAVID S. WINTER
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
CUSIP No. 37714P202
|
13G
|
Page
12 of 13 Pages
|
Date: March 30, 2021
|
DAVID J. MILLSTONE
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
CUSIP No. 37714P202
|
13G
|
Page
13 of 13 Pages
|
EXHIBIT INDEX
|
A.
|
Joint Filing Agreement by and among 40 North Management LLC, 40 North Latitude Fund LP, 40 North Latitude Master Fund Ltd.,
40 North GP III LLC, David S. Winter, and David J. Millstone.
|
Exhibit A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly
prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto (including amendments on Schedule
13D) reporting each of the undersigned’s ownership of securities of Glass Houses Acquisition Corp., and hereby affirm that such
Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
|
|
|
Date: March 30, 2021
|
40 NORTH MANAGEMENT LLC
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
|
|
|
Date: March 30, 2021
|
40 NORTH LATITUDE FUND LP
|
|
|
|
|
By 40 North GP III LLC, its General
Partner
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
|
|
|
Date: March 30, 2021
|
40 NORTH LATITUDE MASTER FUND
LTD.
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Director
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Director
|
|
|
|
Date: March 30, 2021
|
40 NORTH GP III LLC
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
Exhibit A
Date: March 30, 2021
|
DAVID S. WINTER
|
|
|
|
|
By:
|
/s/ David
S. Winter
|
Date: March 30, 2021
|
DAVID J. MILLSTONE
|
|
|
|
|
By:
|
/s/ David
J. Millstone
|