UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
SILVER SPIKE ACQUISITION CORP II
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8201H105
(CUSIP Number)
January 17, 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:
| ☐ | 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. G8201H105 | 13G | Page 2 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Funicular Funds, LP |
| 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
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. |
SOLE VOTING POWER
2,424,058 |
| 6. |
SHARED VOTING POWER
-0- | |
| 7. |
SOLE DISPOSITIVE POWER
2,424,058 | |
| 8. |
SHARED DISPOSITIVE POWER
-0- |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,058 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.43% (1) |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| (1) | Based on 28,750,000 shares outstanding of Class A Ordinary Shares, $0.0001 par value per share outstanding on November 10, 2022, as reported by Silver Spike Acquisition Corp II, in the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022. |
| CUSIP No. G8201H105 | 13G | Page 3 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Cable Car Capital LLC |
| 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
California |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. |
SOLE VOTING POWER
2,424,058 (2) |
| 6. |
SHARED VOTING POWER
-0- | |
| 7. |
SOLE DISPOSITIVE POWER
2,424,058 (2) | |
| 8. |
SHARED DISPOSITIVE POWER
-0- |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,058 (2) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.43% (1) |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IA |
| (1) | Based on 28,750,000 shares outstanding of Class A Ordinary Shares, $0.0001 par value per share outstanding on November 10, 2022, as reported by Silver Spike Acquisition Corp II, in the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022. |
| (2) | Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP. |
| CUSIP No. G8201H105 | 13G | Page 4 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Jacob Ma-Weaver |
| 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 States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. |
SOLE VOTING POWER
2,424,058 (2) |
| 6. |
SHARED VOTING POWER
-0- | |
| 7. |
SOLE DISPOSITIVE POWER
2,424,058 (2) | |
| 8. |
SHARED DISPOSITIVE POWER
-0- |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,058 (2) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.43% (1) |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | Based on 28,750,000 shares outstanding of Class A Ordinary Shares, $0.0001 par value per share outstanding on November 10, 2022, as reported by Silver Spike Acquisition Corp II, in the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022. |
| (2) | Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP. |
| CUSIP No. G8201H105 | 13G | Page 5 of 10 Pages |
Item 1.
| a. | Name of Issuer |
Silver Spike Acquisition Corp II
| b. | Address of Issuer’s Principal Executive Offices |
600 Madison Ave., Ste. 1800, New York, NY 10022
Item 2.
| (a) | Name of Person Filing |
Funicular Funds, LP
Cable Car Capital LLC
Jacob Ma-Weaver
| (b) | Address of the Principal Office or, if none, residence |
2261 Market Street, #4307, San Francisco, CA 94114
| (c) | Citizenship |
Funicular Funds, LP – Delaware
Cable Car Capital LLC – California
Jacob Ma-Weaver – United States
| (d) | Title of Class of Securities |
Class A ordinary shares, $0.0001 par value per share
| (e) | CUSIP Number |
G8201H105
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) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP No. G8201H105 | 13G | Page 6 of 10 Pages |
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: |
Funicular Funds LP – 2,424,058
Cable Car Capital LLC – 2,424,058
Jacob Ma-Weaver – 2,424,058
| (b) | Percent of class: |
Funicular Funds LP – 8.43%
Cable Car Capital LLC – 8.43%
Jacob Ma-Weaver – 8.43%
| (c) | Number of shares as to which the person has: |
i. Sole power to vote or to direct the
vote
Funicular Funds LP – 2,424,058
Cable Car Capital LLC – 2,424,058
Jacob Ma-Weaver – 2,424,058
ii. Shared power to vote or to direct the vote -
Funicular Funds LP – 0
Cable Car Capital LLC – 0
Jacob Ma-Weaver – 0
iii. Sole power to dispose or to direct the disposition of
Funicular Funds LP – 2,424,058
Cable Car Capital LLC – 2,424,058
Jacob Ma-Weaver – 2,424,058
iv. Shared power to dispose or to direct the disposition of
Funicular Funds LP – 0
Cable Car Capital LLC – 0
Jacob Ma-Weaver – 0
| ** | See footnotes on cover pages which are incorporated by reference herein. |
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 ☐.
| CUSIP No. G8201H105 | 13G | Page 7 of 10 Pages |
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.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
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.
| CUSIP No. G8201H105 | 13G | Page 8 of 10 Pages |
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: January 27, 2023
| FUNICULAR FUNDS, LP | |||
| By: | /s/ Jacob Ma-Weaver | ||
| Name: | Jacob Ma-Weaver | ||
| Title: | Managing Member of the General Partner | ||
| CABLE CAR CAPITAL LLC | |||
| By: | /s/ Jacob Ma-Weaver | ||
| Name: | Jacob Ma-Weaver | ||
| Title: | Managing Member | ||
| JACOB MA-WEAVER | |||
| By: | /s/ Jacob Ma-Weaver | ||
| Jacob Ma-Weaver | |||
| CUSIP No. G8201H105 | 13G | Page 9 of 10 Pages |
Exhibit List
| Exhibit A. Joint Filing Agreement |
| CUSIP No. G8201H105 | 13G | Page 10 of 10 Pages |
The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Class A ordinary shares of Silver Spike Acquisition Corp II shall be filed on behalf of the undersigned. Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Dated: January 27, 2023
| FUNICULAR FUNDS, LP | |||
| By: | /s/ Jacob Ma-Weaver | ||
| Name: | Jacob Ma-Weaver | ||
| Title: | Managing Member of the General Partner | ||
| CABLE CAR CAPITAL LLC | |||
| By: | /s/ Jacob Ma-Weaver | ||
| Name: | Jacob Ma-Weaver | ||
| Title: | Managing Member | ||
| JACOB MA-WEAVER | |||
| By: | /s/ Jacob Ma-Weaver | ||
| Jacob Ma-Weaver | |||