SEC Form SC 13G filed by Sound Point Acquisition Corp I Ltd

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.

  NAME OF REPORTING PERSON

  Sound Point Acquisition Sponsor I, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  - 0 -

  SOLE DISPOSITIVE POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  - 0 -

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,368,750⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.8%

  TYPE OF REPORTING PERSON

  OO (Delaware limited liability company)

Consists of 6,368,750 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), of Sound Point Acquisition Corp I, Ltd (the “Issuer”) acquirable upon conversion of 6,368,750 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), of the Issuer.

Excludes 15,437,500 Class A ordinary shares issuable upon the exercise of 15,437,500 private placement warrants of the Issuer owned by Sound Point Acquisition Sponsor I, LLC (“Sponsor”). Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

  NAME OF REPORTING PERSON

  Sound Point Acquisition Sponsor Consolidator, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  - 0 -

  SOLE DISPOSITIVE POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  - 0 -

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,368,750⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.8%

  TYPE OF REPORTING PERSON

  OO (Delaware limited liability company)

Consists of 6,368,750 Class A ordinary shares acquirable upon conversion of 6,368,750 Class B ordinary shares owned directly by Sponsor. Sponsor is managed by Sound Point Acquisition Sponsor Consolidator, LLC ( “Consolidator”), its managing member. Accordingly, Consolidator may be deemed to have beneficial ownership of the Class A ordinary shares owned directly by Sponsor. Consolidator disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Excludes 15,437,500 Class A ordinary shares issuable upon the exercise of 15,437,500 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

  NAME OF REPORTING PERSON

  Sound Point Capital Management, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  - 0 -

  SOLE DISPOSITIVE POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  - 0 -

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,368,750⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.8%

  TYPE OF REPORTING PERSON

  PN

Consists of 6,368,750 Class A ordinary shares acquirable upon conversion of 6,368,750 Class B ordinary shares owned directly by Sponsor. Sponsor is managed by Consolidator, its managing member. Consolidator is managed by Sound Point Capital Management, LP (“Sound Point”), its managing member. Accordingly, Sound Point may be deemed to have beneficial ownership of the Class A ordinary shares owned directly by Sponsor. Sound Point disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Excludes 15,437,500 Class A ordinary shares issuable upon the exercise of 15,437,500 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

  NAME OF REPORTING PERSON

  SPC Partners GP, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  - 0 -

  SOLE DISPOSITIVE POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  - 0 -

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,368,750⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.8%

  TYPE OF REPORTING PERSON

  OO (Delaware limited liability company)

Consists of 6,368,750 Class A ordinary shares acquirable upon conversion of 6,368,750 Class B ordinary shares owned directly by Sponsor. Sponsor is managed by Consolidator, its managing member. Consolidator is managed by Sound Point, its managing member, which is managed by SPC Partners GP, LLC, its general partner (“General Partner”). Accordingly, General Partner may be deemed to have beneficial ownership of the Class A ordinary shares owned directly by Sponsor. General Partner disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Excludes 15,437,500 Class A ordinary shares issuable upon the exercise of 15,437,500 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

  NAME OF REPORTING PERSON

  Stephen Ketchum

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  - 0 -

  SOLE DISPOSITIVE POWER

  6,368,750⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  - 0 -

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,368,750⁽¹⁾⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.8%

  TYPE OF REPORTING PERSON

  IN

Consists of 6,368,750 Class A ordinary shares acquirable upon conversion of 6,368,750 Class B ordinary shares owned directly by Sponsor. Sponsor is managed by Consolidator, its managing member. Consolidator is managed by Sound Point, its managing member, which is managed by General Partner. Stephen Ketchum is the managing member of General Partner. Accordingly, Mr. Ketchum may be deemed to have beneficial ownership of the Class A ordinary shares owned directly by Sponsor. Mr. Ketchum disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Excludes 15,437,500 Class A ordinary shares issuable upon the exercise of 15,437,500 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Titles of Classes of Securities:

CUSIP Number:

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):

Ownership

Amount beneficially owned:

Sponsor is the beneficial owner of 6,368,750 Class A ordinary shares;

Consolidator is the beneficial owner of 6,368,750 Class A ordinary shares;

Sound Point is the beneficial owner of 6,368,750 Class A ordinary shares;

General Partner is the beneficial owner of 6,368,750 Class A ordinary shares; and

Mr. Ketchum is the beneficial owner of 6,368,750 Class A ordinary shares.

Percent of class:

19.8% for Sponsor;

19.8% for Consolidator;

19.8% for Sound Point;

19.8% for General Partner; and

19.8% for Mr. Ketchum.

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

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

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

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

Exhibit No.

Description

375 Park Avenue

New York, NY 10152

375 Park Avenue

New York, NY 10152

375 Park Avenue

New York, NY 10152

375 Park Avenue

New York, NY 10152

375 Park Avenue

New York, NY 10152