SEC Form SC 13G/A filed by CHP Merger Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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.

** This Amendment No. 3 to Schedule 13G is being filed to (i) report that the Reporting Persons’ aggregate beneficial ownership was above 10% as of November 30, 2021, due solely to the redemption of 11,388,997 shares of the Company’s Class A common stock on November 24, 2021, by Company stockholders other than the Reporting Persons, and (ii) amend the Reporting Persons’ Amendment No. 2 to Schedule 13G, filed January 28, 2022, which reported 7.81% beneficial ownership based on the Class A common stock shares outstanding figure published in the Company’s Form 10-Q/A filed with the SEC on January 6, 2022, stating that there were 30,000,000 shares of Class A common stock outstanding as of December 31, 2021.  The Reporting Persons have not acquired and have not sold shares of the Company’s Class A common stock since either (i) November 24, 2021 or (ii) the filing of Amendment No. 2 to Schedule 13G on January 28, 2022.

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).

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1	NAMES OF REPORTING PERSONS
	MAGNETAR FINANCIAL LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			0
		6	SHARED VOTING POWER
			2,342,184
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,342,184
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,342,184
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.58%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

1	NAMES OF REPORTING PERSONS
	MAGNETAR CAPITAL PARTNERS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			0
		6	SHARED VOTING POWER
			2,342,184
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,342,184
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,342,184
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.58%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, PN

1	NAMES OF REPORTING PERSONS
	SUPERNOVA MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			0
		6	SHARED VOTING POWER
			2,342,184
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,342,184
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,342,184
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.58%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, OO

1	NAMES OF REPORTING PERSONS
	ALEC N. LITOWITZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
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
			2,342,184
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,342,184
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,342,184
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.58%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, IN

CHP Merger Corp. (the “Issuer” or the “Company”)

25 Deforest Avenue, Suite 108

Summit, NJ 07901

This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”):

This statement relates to the Shares (as defined herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), and Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies, and Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) which is a Delaware limited partnership (collectively, the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13^th Floor, Evanston, Illinois 60201.

Common Stock

12558Y106

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

(g) ☒ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

As of November 30, 2021, December 31, 2021, and the date hereof, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held and hold 2,342,184 Shares. The amount consists of (A) 696,898 Shares held for the account of Constellation Fund II; (B) 741,454 Shares held for the account of Constellation Master Fund; (C) 54,102 Shares held for the account of Systematic Master Fund; (D) 307,714 Shares held for the account of Xing He Master Fund; (E) 153,194 Shares held for the account of SC Fund; and (F) 388,822 Shares held for the account of Structured Credit Fund. The Shares held by the Magnetar Funds represent approximately 12.58% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i) under the Act).

(i) As of November 30, 2021, December 31, 2021, and the date hereof, each of Reporting Persons were and are deemed to be the beneficial owner of approximately 12.58% of the total number of Shares outstanding (based upon the information provided by the Issuer in its Form 8-K filed with the SEC on November 24, 2021 and Form 10-K filed with the SEC on March 17, 2022, there were approximately 18,611,003 Shares outstanding as of November 24, 2021 and March 17, 2022).

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 5 percent of the class of securities, check the following ☐.

This Item 6 is not applicable.

This Item 7 is not applicable.

This Item 8 is not applicable.

This Item 9 is not applicable.

By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.