SEC Form SC 13G filed by Magnum Opus Acquisition Limited

2/1/24 5:27:23 PM ET

$OPA

Newspapers/Magazines

Consumer Discretionary

Get the next $OPA alert in real time by email

SC 13G 1 d10966652_13-g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Magnum Opus Acquisition Limited

(Name of Issuer)

Class A ordinary shares, $0.00001 par value

(Title of Class of Securities)

G5S70A104

(CUSIP Number)

January 22, 2024

(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)

[X] 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 the disclosures provided in a prior cover page.

The information required in 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

G5S70A104

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Flow State Investments, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	508,317

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	508,317

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,317

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.3%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

CUSIP No

G5S70A104

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Flow State Investments, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	508,317

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	508,317

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,317

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.3%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No

G5S70A104

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Joseph Scoby

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	508,317

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	508,317

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,317

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.3%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

CUSIP No

G5S70A104

Item 1.	(a).	Name of Issuer:

		Magnum Opus Acquisition Limited

(b).

Address of Issuer's Principal Executive Offices:

Unit 1009, ICBC Tower

Three Garden Road

Central, Hong Kong

Item 2.

(a).

Name of Person Filing:

Flow State Investments, L.P.

Flow State Investments, LLC

Joseph Scoby

(b).

Address of Principal Business Office, or if None, Residence:

Flow State Investments, L.P.

155 N. Wacker Drive, Suite 1760

Chicago, Illinois 60606

Flow State Investments, LLC

155 N. Wacker Drive, Suite 1760

Chicago, Illinois 60606

Joseph Scoby

155 N. Wacker Drive, Suite 1760

Chicago, Illinois 60606

(c).

Citizenship:

Flow State Investments, L.P. – Delaware limited partnership

Flow State Investments, LLC – Delaware limited liability company

Joseph Scoby – United States citizen

	(d).	Title of Class of Securities:

		Class A ordinary shares, $0.00001 par value

	(e).	CUSIP Number:

		G5S70A104

Item 3.

If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-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 (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

508,317 shares deemed beneficially owned by Flow State Investments, L.P.

508,317 shares deemed beneficially owned by Flow State Investments, LLC

508,317 shares deemed beneficially owned by Joseph Scoby

(b)

Percent of class:

8.3% deemed beneficially owned by Flow State Investments, L.P.

8.3% deemed beneficially owned by Flow State Investments, LLC

8.3% deemed beneficially owned by Joseph Scoby


(c)	Number of shares as to which Flow State Investments, L.P. has:

	(i)	Sole power to vote or to direct the vote	0

	(ii)	Shared power to vote or to direct the vote	508,317

	(iii)	Sole power to dispose or to direct the disposition of	0

	(iv)	Shared power to dispose or to direct the disposition of	508,317

Number of shares as to which Flow State Investments, LLC has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	508,317

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	508,317


Number of shares as to which Joseph Scoby has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	508,317

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	508,317

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

N/A

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

All securities reported in this Schedule 13G are owned by advisory clients of Flow State Investments, L.P. and/or its related persons' proprietary accounts. Other than the reporting persons disclosed herein, none of such persons individually owns more than 5% of the Issuer's outstanding shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A

Item 10.	Certification.

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.

		February 1, 2024
		(Date)

Flow State Investments, L.P. By Flow State Investments, LLC Its General Partner		/s/ Sean Stephens Signature Sean Stephens Chief Operating Officer
Flow State Investments, LLC		/s/ Sean Stephens Signature Sean Stephens Chief Operating Officer

Joseph Scoby		/s/ Joseph Scoby Signature

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 1, 2024 relating to the Class A ordinary shares, $0.00001 par value of Magnum Opus Acquisition Limited shall be filed on behalf of the undersigned.

		February 1, 2024
		(Date)

Flow State Investments, L.P. By Flow State Investments, LLC Its General Partner		/s/ Sean Stephens Signature Sean Stephens Chief Operating Officer
Flow State Investments, LLC		/s/ Sean Stephens Signature Sean Stephens Chief Operating Officer

Joseph Scoby		/s/ Joseph Scoby Signature

Get the next $OPA alert in real time by email

Date	Price Target	Rating	Analyst
3/2/2022	$15.00	Buy	The Benchmark Company
3/2/2022	$15.00	Buy	Benchmark
10/21/2021	$10.00	Overweight	Cantor Fitzgerald

SEC Form SC 13G filed by Magnum Opus Acquisition Limited

Chat with this insight

Recent Analyst Ratings for
$OPA

$OPA
Large Ownership Changes

This live feed shows all institutional transactions in real time.