UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Primavera Capital
Acquisition Corporation
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per
share
(Title of Class of Securities)
G7255E 109**
(CUSIP Number)
December 31, 2021
(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 of 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.
** There is no CUSIP number assigned to the Class B ordinary shares. CUSIP number G7255E 109 has been assigned to the Class A ordinary shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “PV”
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, as amended (the “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. G7255E 109 | Schedule 13G |
| 1 | NAME OF REPORTING PERSON |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
11,014,375 (1) | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
11,014,375 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,014,375 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.49% (1) |
| 12 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. G7255E 109 | Schedule 13G |
| 1 | NAME OF REPORTING PERSON |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
NUMBER OF
|
5 |
SOLE VOTING POWER
- 0 - |
| 6 | SHARED VOTING POWER
11,014,375 (1) | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
11,014,375 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,014,375 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.49% (1) |
| 12 |
TYPE OF REPORTING PERSON
IN |
(1) See Item 4 below. The Reporting Person owns 11,014,375 Class B ordinary shares of the Issuer, which are automatically convertible into the Issuer’s Class A ordinary shares as more fully described under the heading “Description of Securities—Ordinary Shares—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251917).
Item 1(a). Name of Issuer:
Primavera Capital Acquisition Corporation (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong
Item 2(a). Name of Person Filing:
Primavera Capital Acquisition LLC (the “Reporting Person”)
Fred Hu
Item 2(b). Address of Principal Business Office or, if none, Residence:
Primavera Capital Acquisition LLC – 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong
Fred Hu – 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong
Item 2(c). Citizenship:
Primavera Capital Acquisition LLC – Cayman Islands
Fred Hu – Hong Kong
Item 2(d). Titles of Classes of Securities:
Class A ordinary shares, par value $0.0001 per share.
Item 2(e). CUSIP Number:
There is no CUSIP number assigned to the Class B ordinary shares. CUSIP number G7255E 109 has been assigned to the Class A ordinary shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “PV”.
| 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(n): |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (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) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ | 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) | ☐ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | 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
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As of December 31, 2021, the Reporting Person may be deemed to beneficially own 11,014,375 shares of the Issuer’s Class B ordinary shares, representing 20.49% of the total Class A and Class B ordinary shares issued and outstanding. The Class B ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Ordinary Shares—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251917).
The Reporting Person is the record holder of Class B ordinary shares. Fred Hu is the sole manager of the Reporting Person and has voting and investment discretion with respect to the ordinary shares held of record by the Reporting Person. Accordingly, all of the shares held by the Reporting Person may be deemed to be beneficially held by Fred Hu. Mr. Hu disclaims beneficial ownership of the ordinary shares held of record by the Reporting Person, except to the extent of any pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
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.
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.
Dated: February 14, 2022
| Primavera Capital Acquisition LLC | ||
| /s/ Fred Hu | ||
| Name: Fred Hu | ||
| Title: Managing Member | ||
| Fred Hu | ||
| /s/ Fred Hu | ||
| Name: Fred Hu | ||
Exhibit Index
| Exhibit | Description |
| Exhibit A |
Joint Filing Agreement dated, February 14, 2022, by Primavera Capital Acquisition LLC and Fred Hu.
|
Exhibit A
Joint Filing Agreement
The undersigned hereby agrees that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to ordinary shares of Class A ordinary shares of Primavera Capital Acquisition Corporation. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2022
| Primavera Capital Acquisition LLC | ||
| /s/ Fred Hu | ||
| Name: Fred Hu | ||
| Title: Managing Member | ||
| Fred Hu | ||
| /s/ Fred Hu | ||
| Name: Fred Hu | ||