SEC Form SC 13G filed
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Investindustrial Acquisition Corp.
(Name of Issuer)
CLASS A ORDINARY SHARES, PAR VALUE S0.0001
(Title of Class of Securities)
G4771L105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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. |
The information required on 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 (“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. G4771L105 |
| 1. |
Names of Reporting Persons
Investindustrial Acquisition Corp., L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United Kingdom | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
9,937,500(1)(2) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,937,500(1)(2) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,937,500(1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ See footnote 2 below. | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
19.8%(1)(2)(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. G4771L105 |
| 1. |
Names of Reporting Persons
Acquisition Corp. GP Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
9,937,500(1)(2) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,937,500(1)(2) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,937,500(1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ See footnote 2 below. | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
19.8%(1)(2)(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | 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. |
| (2) | Excludes 6,700,000 Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. |
| (3) | 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. |
| Item 1(a). | Name of Issuer | |||
| Investindustrial Acquisition Corp. (the “Issuer”) | ||||
| Item 1(b). | Address of the Issuer’s Principal Executive Offices | |||
| c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, Cayman Islands, KY1-1104 | ||||
| Item 2(a). | Names of Persons Filing | |||
| 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”) | ||||
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: | |||
| Suite 1, 3rd Floor,
11-12 St. James’s Square,
London, UK SW1Y4LB | ||||
| Item 2(c). | Citizenship | |||
| See Item 4 on each of the cover pages. | ||||
| Item 2(d). | Title of Class of Securities | |||
| 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). | ||||
| Item 2(e). | CUSIP Number | |||
| G4771L105 | ||||
| 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) a broker or dealer registered under Section 15 of the Exchange Act. | |||
| ☐ | (b) a bank as defined in Section 6(a)(b) or the Exchange Act. | |||
| ☐ | (c) an insurance company as defined in Section 3(a)(19) of the Exchange Act. | |||
| ☐ | (d) an investment company registered under Section 8 of the Investment Company Act. | |||
| ☐ | (e) an investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E). | |||
| ☐ | (f) an employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(F). | |||
| ☐ | (g) a parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G). | |||
| ☐ | (h) a savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |||
| ☐ | (i) a church plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |||
| ☐ | (j) a non-U.S. institution, in accordance with Rule 13d-1 (b)(1)(ii)(J). | |||
| ☐ | (k) a group in accordance with Rule 13d-1(b)(1)(ii)(K). | |||
| ☒ | Not applicable | |||
| Item 4. | Ownership | |||
| 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%
The Sponsor is the record holder of the shares reported herein. The Sponsor is a
partnership and is controlled by
Consequently, each of Gayle Swanson, Marc Harris and Rajeev Menon disclaims, for purposes of Section 16 of the | ||||
| 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 owners 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 or Control Person | |
| 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.
| Date: February 12, 2021 | INVESTINDUSTRIAL ACQUISITION CORP., L.P. | |||||
| By: ACQUISITION CORP. GP LIMITED, its general partner | ||||||
| By: | /s/ Gayle Swanson | |||||
| Name: | Gayle Swanson | |||||
| Title: | Director | |||||
| ACQUISITION CORP. GP LIMITED | ||||||
| By: | /s/ Gayle Swanson | |||||
| Name: | Gayle Swanson | |||||
| Title: | Director | |||||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of February 12, 2021, by and among Investindustrial Acquisition Corp., L.P. and Acquisition Corp. GP Limited. | |