135 5th Avenue, 7th Floor
New York, NY 10010
Item
2(a). Names of Persons Filing:
Fort Baker Capital Management LP
Steven Patrick Pigott
Fort Baker Capital, LLC
The
principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94938.
Item
2(c). Citizenship:
Reference
is made to Item 4 of pages 2-5 of this Schedule 13G (this Schedule),
which Items are incorporated by reference herein.
Item
2(d). Title of Class of Securities:
Class A Common
Stock (the Shares)
Item
2(e). CUSIP Number:
G9473A109
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).
x
(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 associations 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) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Reference
is hereby made to Items 5-9 of this Schedule,
which Items are incorporated by reference herein.
Fort Baker Capital Management LP directly holds 1,722,797 Shares. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP.
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
The
calculation of percentage of beneficial ownership in item 11 was derived
from Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022, in which the Issuer stated that the number of Shares of Class A common stock outstanding was 23,000,000 as of November 10, 2022.
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 person has 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 Group
Not
Applicable
Item
10. Certification
By
signing below the undersigned certify that, to the best of their
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.
Signature
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.
|
Dated: February 14, 2023
|
Fort Baker Capital Management LP
By: Fort Baker Capital, LLC, its General Partner
By: Steven Patrick Pigott, its Chief Investment Officer
By: /s/ Steven Patrick Pigott
Name: Steven Patrick Pigott
Title: Chief Investment Officer
|
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