SEC Form SC 13G filed

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

  Investindustrial Acquisition Corp., L.P.

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United Kingdom

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  9,937,500⁽¹⁾⁽²⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  9,937,500⁽¹⁾⁽²⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,937,500⁽¹⁾⁽²⁾

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

  ☒ See footnote 2 below.

  Percent of Class Represented by Amount in Row (9)

  19.8%^(1)(2)(3)

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  Acquisition Corp. GP Limited

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Jersey

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  9,937,500⁽¹⁾⁽²⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  9,937,500⁽¹⁾⁽²⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,937,500⁽¹⁾⁽²⁾

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

  ☒ See footnote 2 below.

  Percent of Class Represented by Amount in Row (9)

  19.8%^(1)(2)(3)

  Type of Reporting Person (See Instructions)

  OO

See Item 4 below. Represents 9,937,500 shares of Class B ordinary shares, $0.0001 par value per share, of the Issuer (the “Class B ordinary shares”) directly held by Investindustrial Acquisition Corp., L.P. The Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer (the “Class A ordinary shares”) at the time of the issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities–Founder Shares” in the Issuer’s final prospectus (File No. 333-249462), filed in connection with the Issuer’s initial public offering.

Excludes 6,700,000 Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.

Based on 40,250,000 Class A ordinary shares and 10,062,500 Class B ordinary shares issued and outstanding as of December 29, 2020, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on December 29. 2020, and assuming the conversion of all the Class B ordinary shares held by Investindustrial Acquisition Corp., L.P.

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, Cayman Islands, KY1-1104

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1.  Investindustrial Acquisition Corp., L.P. (the “Sponsor”)

2.  Acquisition Corp. GP Limited (“General Partner”)

Suite 1, 3rd Floor,

11-12 St. James’s Square,

London, UK SW1Y4LB

Class A ordinary shares, $0.0001 par value per share

The Class A ordinary shares are the class of ordinary shares of the Issuer registered pursuant to the Act. The Reporting Persons own Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to Investindustrial Acquisition Corp., L.P. or its affiliates upon conversion of loans made to the Issuer).

The responses to Items 5 to 11 of the cover page of this Schedule 13G are incorporated herein by reference.

As of December 31, 2020, the Reporting Persons directly hold 9,937,500 Class B ordinary shares, representing 19.8%
of the Issuer’s issued and outstanding ordinary shares. The Class B ordinary shares will automatically convert into
Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holders
thereof at a one-for-one basis, subject to adjustment, as more fully described in the Issuer’s amended and restated
memorandum and articles of association or under the heading “Description of Securities–Founder Shares” in the
Issuer’s final prospectus (File No. 333-249462), filed in connection with the Issuer’s initial public offering.

The Sponsor is the record holder of the shares reported herein. The Sponsor is a partnership and is controlled by
General Partner which, as such, has voting and investment discretion with respect to the securities held by the Sponsor
and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. General Partner is
controlled by a three-member board of directors composed of Gayle Swanson, Marc Harris and Rajeev Menon. Each
director has one vote, and the approval of a majority of the directors is required to approve an action of the Sponsor.
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, then
none of the individuals is deemed a beneficial owner of the entity’s securities.

Consequently, each of Gayle Swanson, Marc Harris and Rajeev Menon disclaims, for purposes of Section 16 of the
Act, beneficial ownership of the reported securities held by the Sponsor, except to the extent of his indirect pecuniary
interest therein. This report shall not be deemed an admission that either Gayle Swanson, Marc Harris, or Rajeev
Menon are the beneficial owners of such securities for purposes of Section 16 of the Act or for any other purposes.

/s/ Gayle Swanson

/s/ Gayle Swanson

Exhibit No.

Description