WPCA Warburg Pincus Capital Corporation IA

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.

  Names of Reporting Persons

  Warburg Pincus Capital Corp I-A Sponsor, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  12,759,501⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  12,759,501⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,759,501⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  31.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 12,759,501 Class A ordinary shares acquirable in respect of (i) 6,980,544 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or at the option of the holder and (ii) 5,778,957 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 28,342,178 Class A ordinary shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 12,759,501 Class A ordinary shares issuable in connection with the 6,980,544 Class B Shares and 5,778,957 Private Placement Warrants.

  Names of Reporting Persons

  Warburg Pincus Capital Corp GP LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  12,759,501⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  12,759,501⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,759,501⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  31.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 12,759,501 Class A ordinary shares acquirable in respect of (i) 6,980,544 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or at the option of the holder and (ii) 5,778,957 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 28,342,178 Class A ordinary shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 12,759,501 Class A ordinary shares issuable in connection with the 6,980,544 Class B Shares and 5,778,957 Private Placement Warrants.

  Names of Reporting Persons

  Warburg Pincus Partners II (Cayman), L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  12,759,501⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  12,759,501⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,759,501⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  31.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 12,759,501 Class A ordinary shares acquirable in respect of (i) 6,980,544 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or at the option of the holder and (ii) 5,778,957 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 28,342,178 Class A ordinary shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 12,759,501 Class A ordinary shares issuable in connection with the 6,980,544 Class B Shares and 5,778,957 Private Placement Warrants.

  Names of Reporting Persons

  Warburg Pincus Partners II Holdings (Cayman), L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  12,759,501⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  12,759,501⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,759,501⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  31.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 12,759,501 Class A ordinary shares acquirable in respect of (i) 6,980,544 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or at the option of the holder and (ii) 5,778,957 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 28,342,178 Class A ordinary shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 12,759,501 Class A ordinary shares issuable in connection with the 6,980,544 Class B Shares and 5,778,957 Private Placement Warrants.

  Names of Reporting Persons

  WPP II Administrative (Cayman), LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  12,759,501⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  12,759,501⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,759,501⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  31.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 12,759,501 Class A ordinary shares acquirable in respect of (i) 6,980,544 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or at the option of the holder and (ii) 5,778,957 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 28,342,178 Class A ordinary shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 12,759,501 Class A ordinary shares issuable in connection with the 6,980,544 Class B Shares and 5,778,957 Private Placement Warrants.

  Names of Reporting Persons

  Warburg Pincus (Bermuda) Private Equity GP Ltd.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Bermuda

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  12,759,501⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  12,759,501⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,759,501⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  31.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 12,759,501 Class A ordinary shares acquirable in respect of (i) 6,980,544 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or at the option of the holder and (ii) 5,778,957 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 28,342,178 Class A ordinary shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 12,759,501 Class A ordinary shares issuable in connection with the 6,980,544 Class B Shares and 5,778,957 Private Placement Warrants.

Item 1(a).  

Item 1(b). 

450 Lexington Avenue

New York, NY 10017

Item 2(a).  

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i) Warburg Pincus Capital Corp I-A Sponsor, L.P.

(ii) Warburg Pincus Capital Corp GP LLC

(iii) Warburg Pincus Partners II (Cayman), L.P.

(iv) Warburg Pincus Partners II Holdings (Cayman), L.P.

(v) WPP II Administrative (Cayman), LLC

(vi) Warburg Pincus (Bermuda) Private Equity GP Ltd.

Item 2(b). 

450 Lexington Avenue

New York, NY 10017

Item 2(c).  

Item 2(d). 

Item 2(e).  

Item 3.   

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Item 4.

Ownership

(a)   Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)  Percent of Class:

See responses to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting 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.

The reported securities are directly held by Warburg Pincus Capital Corp I-A Sponsor, L.P. (the “Sponsor”). The Sponsor is controlled by Warburg Pincus Capital Corporation GP LLC (“GP”), its general partner. Warburg Pincus Partners II (Cayman), L.P. (“LP”) is the managing member of GP and may be deemed to have or share beneficial ownership of the securities held by our sponsor. Warburg Pincus Partners II Holdings (Cayman), L.P. (“WPP II Holdings”) is a limited partner of LP and may be deemed to have or share beneficial ownership of the securities held by our sponsor. WPP II Administrative (Cayman), LLC (“WPP II Administrative”) is the general partner of WPP II Holdings and may be deemed to have or share beneficial ownership of the securities held by our sponsor. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of LP and WPP II Administrative and may be deemed to have or share beneficial ownership of the securities held by the Sponsor. This Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement.

Item 5.

Item 6.

Item 7.

Item 8.

Not Applicable.

Item 9.

Item 10.