SEC Form 4: Alpha Capital Sponsor Llc converted options into 5,750,000 units of Class A ordinary shares
$ASPC
Business Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alpha Capital Acquisition Co [ ASPCU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A ordinary shares | 08/03/2022 | C | 5,750,000 | A | (1) | 5,750,000 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (1) | 08/03/2022 | C | 5,750,000(3) | (1) | (1) | Class A ordinary shares | 5,750,000 | $0 | 0 | D(2) | ||||
| Private Placement Warrants(4) | $11.5 | 08/03/2022 | A(4) | 7,000,000 | 09/03/2022 | 08/03/2027 | Class A ordinary shares | 7,000,000 | $1 | 7,000,000 | D(2) | ||||
| Explanation of Responses: |
| 1. Each Class B ordinary share automatically converted into Class A ordinary shares in connection with the consummation of the issuer's initial business combination on a one-for-one basis. |
| 2. Alpha Capital Sponsor LLC (the "Sponsor") is the record holder of such shares, and is controlled by a board of managers. Each manager has one vote, and the approval of two of the three members is required to approve an action. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Sponsor. Based on the foregoing, no manager exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 3. The Sponsor's Form 3 inadvertently omitted 750,000 Class B ordinary shares held by the Sponsor at that time. |
| 4. The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the consummation of the issuer's initial business combination, because, pursuant to their terms, their exercise was not within the control of the reporting persons until such date. Each private placement warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after, and expire five years after, the consummation of the initial business combination or earlier upon redemption or liquidation. |
| /s/ Rahim Lakhani, Authorized Signatory | 08/05/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||