Statement of Beneficial Ownership (sc 13d)
22 February 2023 - 8:32AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTELLIGENT
MEDICINE ACQUISITION CORP.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
45828D106
(CUSIP Number)
Intelligent Medicine Sponsor LLC
9001 Burdette Road
Bethesda, MD 20817
(202) 905-5834
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 8, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ¨
| * | 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 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. 45828D106 |
13D |
Page
2 of 8 |
| 1. |
Names of reporting persons.
Intelligent Medicine Sponsor LLC
|
| 2. |
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
|
| 3. |
SEC use only |
| 4. |
Source of funds (see instructions)
N/A
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole voting power
4,700,000(1)
|
| 8. |
Shared voting power
0
|
| 9. |
Sole dispositive power
4,700,000(1)
|
| 10. |
Shared dispositive power
0
|
| 11. |
Aggregate amount beneficially owned by each reporting person
4,700,000(1)
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ |
| 13. |
Percent of class represented by amount in Row (11)
80.1% (1)(2)
|
| 14. |
Type of reporting person (see instructions)
OO
|
| |
|
|
|
| (1) | The Reporting Person owns 4,700,000 shares of class B common stock of the Issuer, which are automatically convertible into the Issuer’s
Class A common stock, on a one for one basis, as more fully described under the heading “Description of Securities – Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333 - 260205) (the “Registration Statement”). |
| (2) | Reflects conversion of the Class B common stock into Class A common stock. |
| CUSIP No. 45828D106 |
13D |
Page
3 of 8 |
| Item 1. | Security and Issuer. |
This Schedule 13D (this “Schedule 13D”) relates
to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of Intelligent Medicine Acquisition
Corp. (the “Issuer”), a Delaware corporation. The principal executive offices of the Issuer are located at 9001 Burdette
Rd., Bethesda, MD, 20817.
| Item 2. | Identity and Background. |
| (a) | This Schedule 13D is being filed by Intelligent Medicine Sponsor
LLC (the “Reporting Person”), a |
Delaware limited liability
company.
| (b) | The business address of the Reporting Person is 9001 Burdette Rd., Bethesda,
MD, 20817. |
| (c) | The present principal occupation or employment of the Reporting Person and
the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows: |
The Reporting Person
is the sponsor of the Issuer. The business and purpose of the Sponsor is to invest in the securities of the Issuer, to assist the Issuer
in sourcing, analyzing and consummating acquisition opportunities and to exercise all other powers necessary or reasonably connected or
incidental thereto.
| (d) | During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. |
| (f) | The citizenship or place of organization for the Reporting Person is listed
in Row 6 of the cover page hereto. |
Intelligent Medicine
Sponsor LLC
Managing Members:
Gregory C. Simon
Jack D. Hidary
Samir N. Khleif
Geoffrey S. Ling
Address of Managing
Members:
c/o Intelligent Medicine
Sponsor LLC,
9001 Burdette Rd., Bethesda,
MD 20817
| CUSIP No. 45828D106 |
13D |
Page
4 of 8 |
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Person did not use any funds with respect to the transaction;
rather, the Reporting Person contributed 200,000 shares of its Class B Common Stock to the Issuer’s IPO trust account which is described
in the Registration Statement.
| Item 4. | Purpose of Transaction |
The Reporting Person contributed 200,000 shares of Class B Common Stock
to the Issuer’s IPO trust account for the benefit of the public shares that were not redeemed by the public shareholders in connection
with the special meeting of shareholders of the Issuer held on February 8, 2023. The Reporting Person holds the securities reported herein
for investment and in furtherance of its stated business and purpose, as specified in Item 2 of this Schedule 13D.
Other than as described herein or as permitted by the Issuer’s
charter, the Reporting Person does not have any present plans or proposals which relate to or would result in any transaction, change
or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
| (a) |
The aggregate number of securities to which this Schedule 13D relates
is 4,700,000 shares of Common Stock, representing 80.1% of the 5,865,139 shares of Common Stock outstanding as reported by the issuer
which assumes the conversion of 4,700,000 shares of Class B common stock into Class A common stock. |
| |
|
| |
The Reporting Person is the record holder of the securities reported
herein. The Reporting Person is managed by a board of managers consisting of Gregory C. Simon, Jack D. Hidary, Samir N. Khleif and
Geoffrey S. Ling (the “Managers”). Any action by the Reporting Person with respect to the Issuer or the securities
reported herein, including voting and dispositive decisions, requires a majority vote of the members of the board of managers. Under the
so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s managers,
none of the managers of the Reporting Person is deemed to be a beneficial owner of the securities reported herein, even those in which
such manager holds a pecuniary interest. |
| |
|
| |
The Reporting Person also owns Private Placement Warrants (as described
in the Registration Statement) exercisable for 9,245,000 shares of Common Stock which are not currently exercisable. |
| |
|
| (b) |
Each of the Managers hold a direct or indirect interest in our sponsor.
Each such Manager disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may
have therein, directly or indirectly. |
| |
|
| (c) |
On February 8, 2023, the Reporting Person contributed 200,000 shares
of Class B common stock to the Issuer’s trust account. |
| |
|
| (d) |
Not applicable. |
| |
|
| (e) |
Not applicable. |
| CUSIP No. 45828D106 |
13D |
Page
5 of 8 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer. |
As described in the Registration Statement under the heading “Description
of Securities – Founder Shares,” the shares of Class B common stock, par value $0.0001 per share, have no expiration date
and will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the Issuer's initial business
combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Registration Statement.
The securities reported herein do not participate in, and are not otherwise
entitled in any manner to, any of the proceeds in the Trust Account, as such term is defined in the Issuer’s certificate of incorporation;
as such, the relevant provisions set forth in Article NINE of the Issuer’s certificate of incorporation pertaining to the redemption,
conversion and/or tender of shares of Class A Common Stock for cash do not apply to such Securities.
SIGNATURES
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: February 21, 2023 |
|
| |
|
| INTELLIGENT MEDICINE SPONSOR LLC |
|
| |
|
| By: |
/s/ Gregory C. Simon |
|
| |
Gregory C. Simon, Manager |
|
SCHEDULE I
INFORMATION WITH
RESPECT TO EXECUTIVE
OFFICERS AND DIRECTORS
OF THE UNDERSIGNED
The following sets
forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal business
occupation or employment; and the name, principal business and address of any corporation or other organization in which such employment
is conducted. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such
laws, except as reported in Item 2(d) and (e) of this Schedule 13D.
| Name | |
Present Principal Occupation or
Employment and Address | |
Citizenship |
Greg Simon,
Managing Member | |
CEO and CFO of Intelligent Medicine Acquisition Corp, 9001 Burdette Rd., Bethesda, MD 20817 | |
US |
| | |
| |
|
Jack Hidary,
Managing Member | |
Chairman of the Board of Intelligent Medicine Acquisition Corp, 9001 Burdette Rd., Bethesda, MD 20817 | |
US |
| | |
| |
|
Samir N. Khleif,
Managing Member | |
Biomedical Scholar and Professor and Director of the Immunology and Immunotherapy Center, the Loop Immuno-Oncology Laboratory, at Georgetown University, 3900 Reservoir Road NW, Washington, DC 20007 | |
US |
| | |
| |
|
Geoffrey Ling,
Managing Member | |
CEO of On Demand Pharmaceuticals, 1550 E Gude Dr, Rockville, Maryland, 20850, United States | |
US |
SCHEDULE II
INFORMATION WITH
RESPECT TO
TRANSACTIONS EFFECTED
DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT
FILING ON SCHEDULE 13D
On February 8, 2023, the Sponsor contributed
200,000 shares of Class B Common Stock to the Issuer’s IPO trust account.
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