Statement of Ownership (sc 13g)
14 Febrero 2022 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Prospector
Capital Corp.
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Titles
of Class of Securities)
G7273A
105
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
*
|
The
remainder of this cover page shall be filled out of 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 in 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, as amended (the “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. G7273A 105
|
Schedule
13G
|
|
1
|
NAME
OF REPORTING PERSON
Prospector
Sponsor LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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
8,125,000 (1)(2)(3)
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
8,125,000 (1)(2)(3)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20% (4)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
(1)
|
The
securities are held directly by Prospector Sponsor LLC (the “Sponsor”) and indirectly by Derek Aberle, Nick Stone,
Steve Altman and Mike Stone, each of whom is a managing member of the Sponsor and shares voting and dispositive power over the securities
held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Aberle, Stone, Altman and Stone may be deemed to have or share
beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Aberle, Stone, Altman and Stone disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
|
|
(2)
|
The
Sponsor owns 8,125,000 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A Ordinary
Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1
(File No. 333-251523) and have no expiration date.
|
|
(3)
|
Excludes
5,666,667 Class A Ordinary Shares issuable upon the exercise of 5,666,667 private placement warrants of the Issuer. Each warrant is exercisable
to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of January
12, 2022 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion
of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading
“Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-251523).
|
|
(4)
|
Based
on 32,500,000 Class A Ordinary Shares and 8,125,000 Class B Ordinary Shares outstanding as of December 17, 2021.
|
CUSIP
No. G7273A 105
|
Schedule
13G
|
|
1
|
NAME
OF REPORTING PERSON
Derek
Aberle
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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
8,125,000 (1)(2)(3)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
8,125,000 (1)(2)(3)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20% (4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
The
securities are held directly by Prospector Sponsor LLC (the “Sponsor”) and indirectly by Derek Aberle, Nick Stone,
Steve Altman and Mike Stone, each of whom is a managing member of the Sponsor and shares voting and dispositive power over the securities
held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Aberle, Stone, Altman and Stone may be deemed to have or share
beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Aberle, Stone, Altman and Stone disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
|
|
(2)
|
The
Sponsor owns 8,125,000 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A Ordinary
Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1
(File No. 333-251523) and have no expiration date.
|
|
(3)
|
Excludes
5,666,667 Class A Ordinary Shares issuable upon the exercise of 5,666,667 private placement warrants of the Issuer. Each warrant is exercisable
to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of January
12, 2022 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion
of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading
“Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-251523).
|
|
(4)
|
Based
on 32,500,000 Class A Ordinary Shares and 8,125,000 Class B Ordinary Shares outstanding as of December 17, 2021.
|
CUSIP
No. G7273A 105
|
Schedule
13G
|
|
1
|
NAME
OF REPORTING PERSON
Nick
Stone
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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
8,125,000 (1)(2)(3)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
8,125,000 (1)(2)(3)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20% (4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
The
securities are held directly by Prospector Sponsor LLC (the “Sponsor”) and indirectly by Derek Aberle, Nick Stone,
Steve Altman and Mike Stone, each of whom is a managing member of the Sponsor and shares voting and dispositive power over the securities
held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Aberle, Stone, Altman and Stone may be deemed to have or share
beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Aberle, Stone, Altman and Stone disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
|
|
(2)
|
The
Sponsor owns 8,125,000 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A Ordinary
Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1
(File No. 333-251523) and have no expiration date.
|
|
(3)
|
Excludes
5,666,667 Class A Ordinary Shares issuable upon the exercise of 5,666,667 private placement warrants of the Issuer. Each warrant is exercisable
to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of January
12, 2022 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion
of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading
“Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-251523).
|
|
(4)
|
Based
on 32,500,000 Class A Ordinary Shares and 8,125,000 Class B Ordinary Shares outstanding as of December 17, 2021.
|
CUSIP
No. G7273A 105
|
Schedule
13G
|
|
1
|
NAME
OF REPORTING PERSON
Steve
Altman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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
8,125,000 (1)(2)(3)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
8,125,000 (1)(2)(3)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20% (4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
The
securities are held directly by Prospector Sponsor LLC (the “Sponsor”) and indirectly by Derek Aberle, Nick Stone,
Steve Altman and Mike Stone, each of whom is a managing member of the Sponsor and shares voting and dispositive power over the securities
held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Aberle, Stone, Altman and Stone may be deemed to have or share
beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Aberle, Stone, Altman and Stone disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
|
|
(2)
|
The
Sponsor owns 8,125,000 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A Ordinary
Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1
(File No. 333-251523) and have no expiration date.
|
|
(3)
|
Excludes
5,666,667 Class A Ordinary Shares issuable upon the exercise of 5,666,667 private placement warrants of the Issuer. Each warrant is exercisable
to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of January
12, 2022 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion
of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading
“Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-251523).
|
|
(4)
|
Based
on 32,500,000 Class A Ordinary Shares and 8,125,000 Class B Ordinary Shares outstanding as of December 17, 2021.
|
CUSIP
No. G7273A 105
|
Schedule
13G
|
|
1
|
NAME
OF REPORTING PERSON
Mike
Stone
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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
8,125,000 (1)(2)(3)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
8,125,000 (1)(2)(3)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20% (4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
The
securities are held directly by Prospector Sponsor LLC (the “Sponsor”) and indirectly by Derek Aberle, Nick Stone,
Steve Altman and Mike Stone, each of whom is a managing member of the Sponsor and shares voting and dispositive power over the securities
held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Aberle, Stone, Altman and Stone may be deemed to have or share
beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Aberle, Stone, Altman and Stone disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
|
|
(2)
|
The
Sponsor owns 8,125,000 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A Ordinary
Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1
(File No. 333-251523) and have no expiration date.
|
|
(3)
|
Excludes
5,666,667 Class A Ordinary Shares issuable upon the exercise of 5,666,667 private placement warrants of the Issuer. Each warrant is exercisable
to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of January
12, 2022 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion
of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading
“Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-251523).
|
|
(4)
|
Based
on 32,500,000 Class A Ordinary Shares and 8,125,000 Class B Ordinary Shares outstanding as of December 17, 2021.
|
Item
1(a). Name of Issuer:
Prospector
Capital Corp.
Item
1(b). Address of Issuer’s Principal Executive Offices:
1250
Prospect St.
Suite
200
La
Jolla, CA 92037
Item
2(a). Name of Person Filing:
This
statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
1.
|
Prospector
Sponsor LLC
|
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is as follows:
1250
Prospect St.
Suite
200
La
Jolla, CA 92037
Item
2(c). Citizenship:
See
responses to Item 4 on each cover page.
Item
2(d). Titles of Classes of Securities:
Class
A Ordinary Shares, par value $0.0001 per share.
Item
2(e). CUSIP Number:
G7273A
105
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Exchange 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)
|
☐
|
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
|
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐
|
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
☐
|
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)
|
☐
|
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 §240. 13d-1(b)(1)(ii)(J),
please specify the type of institution: ______________ .
Item
4. Ownership
|
(a)
|
Amount
beneficially owned:
|
See
responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
responses to Item 5 on each cover page.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
responses to Item 6 on each cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See
responses to Item 7 on each cover page.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
See
responses to Item 8 on each cover page.
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.
Not
Applicable.
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, 2022
|
Prospector Sponsor LLC
|
|
|
|
|
By:
|
/s/ Nick Stone
|
|
Name:
|
Nick Stone
|
|
Title:
|
Managing Member
|
|
|
|
|
Derek Aberle
|
|
|
|
|
By:
|
/s/ Derek Aberle
|
|
Name:
|
Derek Aberle
|
|
|
|
|
Nick Stone
|
|
|
|
|
By:
|
/s/ Nick Stone
|
|
Name:
|
Nick Stone
|
|
|
|
|
Steve Altman
|
|
|
|
|
By:
|
/s/ Steve Altman
|
|
Name:
|
Steve Altman
|
|
|
|
|
Mike Stone
|
|
|
|
|
By:
|
/s/ Mike Stone
|
|
Name:
|
Mike Stone
|
Exhibit
Index
10
Prospector Capital (NASDAQ:PRSR)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Prospector Capital (NASDAQ:PRSR)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024