(Name of Issuer)
|
Class A common stock, par value $0.000001 per share
|
(Title of Class of Securities)
|
60742N106
|
(CUSIP Number)
|
November 30, 2023
|
(Date of Event Which Requires Filing of this Statement)
|
☒
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
CUSIP No. 60742N106
|
SCHEDULE 13G/A
|
Page 2 of 5 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Walleye Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Minnesota
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
510,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
510,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
510,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
60.76% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(1) |
See Note in Item 4.
|
CUSIP No. 60742N106
|
SCHEDULE 13G/A
|
Page 3 of 5 Pages
|
Item 1. (a)
|
Name of Issuer
|
Item 1. (b)
|
Address of Issuer’s Principal Executive Offices
|
Item 2. (a, b, c)
|
Names of Person Filing, Address of Principal Business Office, Citizenship:
|
Item 2. (d)
|
Title of Class of Securities
|
Item 2. (e)
|
CUSIP No.:
|
Item 3. |
If this statement is filed pursuant to §§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 Act (15 U.S.C. 78o);
|
(b) |
☐ Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c);
|
(c) |
☐ Insurance company as defined in
section 3(a)(19) of the 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 §240.13d-1(b)(1)(ii)(G);
|
(h) |
☐ A savings associations 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) |
☐ A non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J);
|
(k) |
☐
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Item 4. |
Ownership
|
CUSIP No. 60742N106
|
SCHEDULE 13G/A
|
Page 4 of 5 Pages
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
CUSIP No. 60742N106
|
SCHEDULE 13G/A
|
Page 5 of 5 Pages
|
Dated: December 11, 2023
|
||
Walleye Capital LLC
|
||
By:
|
/s/ Thomas L. Wynn IV
|
|
Thomas L. Wynn IV, Global Chief Compliance Officer
|