UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)*
Fintech Ecosystem Development Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
318136108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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* 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).
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1
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NAMES OF REPORTING PERSONS
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OCM Value SPAC Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
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OCM Value SPAC Holdings II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Group, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Group Holdings GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Brookfield Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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||||
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6
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SHARED VOTING POWER
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0
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|
|||
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
| ☐ |
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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|||
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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||||
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1
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NAMES OF REPORTING PERSONS
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BAM Partners Trust
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
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(b)☐
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|
|||
|
3
|
SEC USE ONLY
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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|||
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||||
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NUMBER OFSHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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0
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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0
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|
|||
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
||
| ☐ |
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|
|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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| Item 1(a). |
Name of Issuer
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Fintech Ecosystem Development Corp. (the “Issuer”)
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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100 Springhouse Drive, Suite 204
Collegeville, PA, 19420
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Item 2(a).
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Names of Persons Filing
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| i) |
OCM Value SPAC Holdings, L.P. (“OCM Value SPAC”);
|
| ii) |
OCM Value SPAC Holdings II, L.P. (“OCM Value SPAC II”)
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| iii) |
Oaktree Capital Group, LLC (“OCG”) in its capacity as the managing member of OCM Value SPAC and OCM Value SPAC II;
|
| iv) |
Oaktree Capital Group Holdings GP, LLC (“OCGH GP,” and together with each of the foregoing, the “Oaktree Reporting Persons”) in its capacity as the indirect owner of the class B units of OCG;
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| v) |
Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) (“Brookfield”) in its capacity as the indirect owner of the class A units of OCG; and
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| vi) |
BAM Partners Trust (the “BAM Partnership,” and together with Brookfield, the “Brookfield Reporting Persons”) in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence
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The address of the principal business office of the Brookfield Reporting Persons is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario, Canada M5J 2T3.
The address of the principal business office of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
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Item 2(c).
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Citizenship
|
See responses to Item 4 on each cover page.
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Item 2(d).
|
Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share
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Item 2(e).
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CUSIP Number
|
318136108
| 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):
|
Not Applicable.
| Item 4. |
Ownership
|
| (a) |
Amount beneficially owned:
|
See responses to Item 9 on each cover page.
|
(b)
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Percent of Class:
|
See responses to Item 11 on each cover page.
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(c)
|
Number of shares as to which the Reporting Person has:
|
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(i)
|
Sole power to vote or to direct the vote:
|
See responses to Item 5 on each cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See responses to Item 6 on each cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See responses to Item 7 on each cover page.
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(iv)
|
Shared power to dispose or to direct the disposition of:
|
See responses to Item 8 on each cover page.
The reported amounts and percentages beneficially owned by the Reporting Persons give effect to sales of an aggregate 225,000 shares of Class A common stock which occurred on January 18, 2024.
|
Item 5.
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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 owner of more than five percent of the class of securities, check the following: ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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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
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Not Applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
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, 2024
|
OCM VALUE SPAC HOLDINGS, L.P.
|
||
|
By:
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Oaktree Fund GP I, L.P.
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|
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Its:
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General Partner
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By:
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/s/ Henry Orren
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|
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Name:
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Henry Orren
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|
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Title:
|
Authorized Signatory
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|
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OCM VALUE SPAC HOLDINGS II, L.P.
|
||
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By:
|
Oaktree Fund GP I, L.P.
|
|
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Its:
|
General Partner
|
|
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By:
|
/s/ Henry Orren
|
|
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Name:
|
Henry Orren
|
|
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Title:
|
Authorized Signatory
|
|
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OAKTREE CAPITAL GROUP, LLC
|
||
|
By:
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/s/ Henry Orren
|
|
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Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
|
By:
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/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD CORPORATION
|
||
|
By:
|
/s/ Swati Mandava
|
|
|
Name:
|
Swati Mandava
|
|
|
Title:
|
Managing Director, Legal & Regulatory
|
|
|
BAM PARTNERS TRUST
|
||
|
By:
|
BAM Class B Partners Inc
|
|
|
Its:
|
Trustee
|
|
|
By:
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/s/ Kathy Sarpash
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|
|
Name:
|
Kathy Sarpash
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|
|
Title:
|
Secretary
|
|
EXHIBIT LIST
| Exhibit 1 |
Joint Filing Agreement, dated as of February 14, 2024.
|
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common
Stock, par value $0.0001 per share, of Fintech Ecosystem Development Corp. (this “Agreement”), is being filed, and all amendments thereto will be filed, by Oaktree Capital Group Holdings GP, LLC as designated filer on
behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
|
OCM VALUE SPAC HOLDINGS, L.P.
|
||
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Authorized Signatory
|
|
|
OCM VALUE SPAC HOLDINGS II, L.P.
|
||
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Authorized Signatory
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD CORPORATION
|
||
|
By:
|
/s/ Swati Mandava
|
|
|
Name:
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Swati Mandava
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Title:
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Managing Director, Legal & Regulatory
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BAM PARTNERS TRUST
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By:
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BAM Class B Partners Inc
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Its:
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Trustee
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By:
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/s/ Kathy Sarpash
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Name:
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Kathy Sarpash
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Title:
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Secretary
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