CUSIP:
G54094100
1 |
NAME OF REPORTING PERSON
RP Investment Advisors LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
550,000 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
550,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
(1) |
12 |
TYPE OF REPORTING PERSON
PN, IA, FI |
(1) | This calculation is rounded
to the nearest tenth and is based upon 23,000,000 shares of Class A ordinary shares issued and outstanding as of November 10, 2022, as
reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
CUSIP:
G54094100
1 |
NAME OF REPORTING PERSON
RP
Select Opportunities Master Fund Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ |
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
270,336 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
270,336 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,336 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (1) |
12 |
TYPE OF REPORTING PERSON
FI |
(1) | This calculation is rounded to the nearest tenth and is based upon 23,000,000
shares of Class A ordinary shares issued and outstanding as of November 10, 2022, as reported by the Issuer in its Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
CUSIP:
G54094100
1 |
NAME
OF REPORTING PERSON
RP Debt Opportunities Fund Ltd.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ |
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
1,665 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,665 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,665 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
12 |
TYPE OF REPORTING PERSON
FI |
CUSIP:
G54094100
1 |
NAME
OF REPORTING PERSON
RP Alternative Global Bond Fund
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,665 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,665 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,665 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
12 |
TYPE OF REPORTING PERSON
FI |
CUSIP:
G54094100
1 |
NAME OF REPORTING PERSON
RP
SPAC Fund |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
276,334 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
276,334 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,334 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2(1)% |
12 |
TYPE OF REPORTING PERSON
FI |
| (1) | This calculation is rounded
to the nearest tenth and is based upon 23,000,000 shares of Class A ordinary shares issued and outstanding as of November 10, 2022, as
reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
ITEM 1(a): Name of Issuer:
LDH
Growth Corp I (the “Issuer”)
ITEM 1(b): Address of Issuer’s Principal Executive Offices:
600
Brickell Avenue, Suite 2650
Miami,
FL 33138
ITEM 2(a): Name of Person Filing:
This statement is jointly
filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd.,
RP Alternative Global Bond Fund and RP SPAC Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative
Global Bond Fund and RP SPAC Fund (the “Funds”) are the record and direct beneficial owners of the securities covered by this
statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned by, the Funds.
Each reporting person declares
that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes
of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a group
with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the
purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any
other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of
securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect
to the Issuer or any securities of the Issuer.
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 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
ITEM 2(c): Citizenship:
See
Item 4 on the cover page(s) hereto.
ITEM 2(d): Title of Class of Securities:
Class
A ordinary shares
ITEM 2(e): CUSIP Number:
G54094100
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) |
☐ |
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) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
(h) |
☐ |
A
savings association 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) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
ITEM 4: Ownership.
(a)
Amount Beneficially Owned: See Item 9 on the cover page(s) hereto.
(b)
Percent of Class: See Item 11 on the cover page(s) hereto.
(c)
Number of Shares as to which such person has:
| (i) | Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
| (ii) | Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
| (iii) | Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
| (iv) | Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
| * | The Class A ordinary shares, par value $0.0001 per share
(the “Shares”) of LDH Growth Corp I, a blank check company incorporated in the Cayman Islands (the “Issuer”),
reported herein are held by RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund
and RP SPAC Fund (the “Funds”), which are managed by RP Investment Advisors LP, an Ontario limited partnership (the “Advisor”).
The Advisor, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of
all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Advisor may be deemed to beneficially own
an aggregate of 550,000 Shares, or 2.4% of the 23,000,000 Shares issued and outstanding as of November 10, 2022, as reported by the Issuer
in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. |
This report shall not be deemed an admission
that the Advisor, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13
of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial
ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.
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 Persons have ceased to be the beneficial owner of more than five percent of the class of
securities, check the following ☒.
ITEM 6: Ownership of More than Five
Percent on Behalf of Another Person:
Not
applicable.
ITEM 7: Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not
applicable.
ITEM 8: Identification and Classification
of Members of the Group:
Not
applicable.
ITEM 9: Notice of Dissolution of a
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 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, other than activities solely in connection with a nomination
under § 240.14a-11.
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: February 14,
2023 |
RP
Investment Advisors LP |
|
|
|
|
By: |
/s/
Richard Pilosof |
|
|
Name: |
Richard Pilosof |
|
|
Title: |
Chief Executive Officer, RP Investment Advisors |
|
|
LP
by its General Partner RP Investment Advisors GP Inc. |
|
|
|
|
RP
Select Opportunities Master Fund Ltd. |
|
|
|
|
By: |
/s/
Richard Pilosof |
|
|
Name: |
Richard Pilosof |
|
|
Title: |
Chief Executive Officer, RP Investment Advisors |
|
|
LP
by its General Partner RP Investment Advisors GP Inc. |
|
|
|
|
RP Debt Opportunities Fund Ltd. |
|
|
|
|
|
By: |
/s/ Richard Pilosof |
|
|
Name: |
Richard Pilosof |
|
|
Title: |
Chief Executive Officer, RP Investment Advisors |
|
|
LP by its General Partner RP Investment Advisors GP Inc. |
|
|
|
|
|
RP ALTERNATIVE GLOBAL BOND FUND |
|
|
|
|
|
By: |
/s/ Richard Pilosof |
|
|
Name: |
Richard Pilosof |
|
|
Title: |
Chief Executive Officer, RP Investment Advisors |
|
|
LP by its General Partner RP Investment Advisors GP Inc. |
|
|
|
|
RP
SPAC FUND |
|
|
|
|
By: |
/s/
Richard Pilosof |
|
|
Name: |
Richard Pilosof |
|
|
Title: |
Chief Executive Officer, RP Investment Advisors |
|
|
LP
by its General Partner RP Investment Advisors GP Inc. |
EXHIBIT INDEX
11