|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
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(1)
|
|
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0(1)
|
|
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
0(1)
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
|
(1)
|
Solely in its
capacity as the managing member of OCM Holdings I, LLC.
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
Oaktree Capital Group, LLC
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
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(1)
|
|
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0(1)
|
|
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
0(1)
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
|
(1)
|
Solely in its capacity as the
managing member of Oaktree Holdings, LLC.
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
Oaktree Capital Group Holdings GP,
LLC
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
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(1)
|
|
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0(1)
|
|
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
0(1)
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
|
(1)
|
Solely in its
capacity as the indirect owner of the class B units of Oaktree
Capital Group, LLC
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
|
Brookfield
Corporation
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
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(1)
|
|
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0(1)
|
|
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
0(1)
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
HC
|
|
|
|
|
|
|
(1)
|
Solely in its
capacity as the indirect owner of the class A units of Oaktree
Capital Group, LLC.
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
|
BAM Partners
Trust
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE
ONLY
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
0(1)
|
|
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0(1)
|
|
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
0(1)
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
HC
|
|
|
|
|
|
|
(1)
|
Solely in its
capacity as the sole owner of the class B Limited Voting Shares of
Brookfield Corporation (f/k/a Brookfield Asset Management,
Inc.).
|
|
Item 1(a). |
Name of
Issuer:
|
Zyversa
Therapeutics, Inc. (formerly known as Larkspur Health
Acquisition Corp.)
|
Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
|
The Company's
principal executive offices are located at 2200 N. Commerce
Parkway, Suite 208, Weston, Florida 33326.
|
Item 2(a)-(c). |
Name of Person
Filing; Address of Principal Business Office; and Citizenship
|
This Schedule 13G is filed
jointly by each of the following persons (collectively, the
“Reporting Persons”) pursuant to a joint filing agreement attached
hereto as Exhibit 1:
|
i) |
OCM Value SPAC Holdings, L.P., a
Delaware limited partnership (“OCM Value SPAC”), no longer holds
any beneficial ownership of the common stock of the Issuer;
|
|
ii) |
Oaktree Fund GP, LLC, a Delaware
limited liability company (“Fund GP”), in its capacity as the
general partner of OCM Value SPAC;
|
|
iii) |
Oaktree Fund GP I, L.P., a
Delaware limited partnership (“GP I”), in its capacity as the
managing member of Fund GP;
|
|
iv) |
Oaktree Capital I, L.P., a
Delaware limited partnership (“Capital I”), in its capacity as the
general partner of GP I;
|
|
v) |
OCM Holdings I, LLC, a Delaware
limited liability company (“Holdings I”), in its capacity as the
general partner of Capital I;
|
|
vi) |
Oaktree Holdings, LLC, a Delaware
limited liability company (“Holdings”), in its capacity as the
managing member of Holdings I;
|
|
vii) |
Oaktree Capital Group, LLC, a
Delaware limited liability company (“OCG”), in its capacity as the
managing member of Holdings;
|
|
viii) |
Oaktree Capital Group Holdings
GP, LLC, a Delaware limited liability company (“OCGH GP”), in its
capacity as the indirect owner of the class B units of OCG;
|
|
ix) |
Brookfield Corporation (f/k/a
Brookfield Asset Management, Inc.), an Ontario corporation (“BAM”),
in its capacity as the indirect owner of the class A units of OCG;
and
|
|
x) |
BAM Partners Trust, a trust
established under the laws of Ontario (the “BAM Partnership”), in
its capacity as the sole owner of Class B Limited Voting Shares of
BAM.
|
The address of the principal
business office of BAM and of the BAM Partnership is Brookfield
Place, Suite 300, 181 Bay Street, P.O. Box 762, Toronto, Ontario,
Canada M5J 2T3. The address of the principal business office of
other Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los
Angeles, CA 90071.
|
Item 2(d). |
Title of Class
of Securities:
|
Class A Common Stock, par value
$0.0001 per share (the "Class A Common Stock").
98987D102
|
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:
|
This Item 3 is
not applicable.
The responses of the Reporting
Persons to Rows 5-9 and 11 in each of their respective cover pages
to this Schedule 13G are incorporated herein by reference.
OCM Value SPAC directly no longer
holds any shares of common stock, $0.0001 par value of the
Issuer.
Fund GP, in its capacity as the
general partner of OCM Value SPAC, has the ability to direct the
management of OCM Value SPAC’s business regarding the vote and
disposition of any securities held by OCM Value SPAC; therefore,
Fund GP may be deemed to have indirect beneficial ownership of any
shares held by OCM Value SPAC.
GP I, in its capacity as the
managing member of Fund GP, has the ability to direct the
management of Fund GP’s business regarding the vote and disposition
of any securities held by OCM Value SPAC; therefore, GP I may be
deemed to have indirect beneficial ownership of any shares held by
OCM Value SPAC.
Capital I, in its capacity as the
general partner of GP I, has the ability to direct the management
of GP I’s business regarding the vote and disposition of any
securities held by OCM Value SPAC; therefore, Capital I may be
deemed to have indirect beneficial ownership of any shares held by
OCM Value SPAC.
Holdings I, in its capacity as
the general partner of Capital I, has the ability to direct the
management of Capital I’s business regarding the vote and
disposition of any securities held by OCM Value SPAC; therefore,
Holdings I may be deemed to have indirect beneficial ownership of
any shares held by OCM Value SPAC.
Holdings, in its capacity as the
managing member of Holdings I, has the ability to direct the
management of Holdings I’s business regarding the vote and
disposition of any securities held by OCM Value SPAC; therefore,
Holdings may be deemed to have indirect beneficial ownership of any
shares held by OCM Value SPAC.
OCG, in its capacity as the
managing member of Holdings, has the ability to direct the
management of Holdings’ business regarding the vote and disposition
of any securities held by OCM Value SPAC; therefore, OCG may be
deemed to have indirect beneficial ownership of any shares held by
OCM Value SPAC.
OCGH GP, in its capacity as the
managing member of OCG, has the ability to direct the management of
Holdings’ business regarding the vote and disposition of any
securities held by OCM Value SPAC; therefore, OCGH GP may be deemed
to have indirect beneficial ownership of any shares held by OCM
Value SPAC.
BAM, in its capacity as the
indirect owner of the class A units of OCG, has the ability to
appoint and remove certain directors of OCG, and, as such, may
indirectly control the decisions of OCG regarding the vote and
disposition of any securities held by OCM Value SPAC; therefore,
BAM may be deemed to have indirect beneficial ownership of any
shares held by OCM Value SPAC.
The BAM Partnership, which is the
sole owner of Class B Limited Voting Shares of BAM, has the ability
to appoint one half of the board of directors of BAM and, as such,
may indirectly control the decisions of BAM regarding the vote and
disposition of any securities held by OCM Value SPAC; therefore,
the BAM Partnership may be deemed to have indirect beneficial
ownership of any shares held by OCM Value SPAC.
Pursuant to Rule 13d-4 of the
Exchange Act, the Reporting Persons declare that filing this
Statement shall not be construed as an admission that any such
person is, for the purposes of Section 13(d) and/or Section 13(g)
of the Exchange Act, the beneficial owner of any securities covered
by this Statement except to the extent of such person’s pecuniary
interest in the units, and except to the extent of its pecuniary
interest, such beneficial ownership is expressly disclaimed by each
Reporting Person.
|
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:
|
This Item 6 is
not applicable.
|
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 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.
Date: February
14, 2023
|
|
OCM VALUE SPAC HOLDINGS,
L.P.
|
|
|
|
|
|
|
By:
|
OAKTREE FUND GP, LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
OAKTREE FUND GP, LLC
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS
GP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
BROOKFIELD CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Swati Mandava
|
|
|
Name:
|
Swati Mandava
|
|
|
Title:
|
Senior Vice President Legal &
Regulatory
|
|
|
|
|
|
|
BAM PARTNERS TRUST
|
|
|
|
|
|
|
By:
|
BAM Class B Partners Inc.
|
|
|
Its:
|
Trustee
|
|
|
|
|
|
|
By:
|
/s/ Kathy Sarpash
|
|
|
Name:
|
Kathy Sarpash
|
|
|
Title:
|
Secretary
|