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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Open Lending Corporation (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
68373J104 (CUSIP Number) |
04/11/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68373J104 |
| 1 | Names of Reporting Persons
Scoggin International Fund Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,435,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percentage of Common Stock reported herein as being beneficially owned by the Reporting Persons reflects 119,782,899 shares of Common Stock outstanding as of March 27, 2025, as set forth in the Definitive Proxy Statement filed by the Issuer with the Securities and Exchange Commission on April 10, 2025.
SCHEDULE 13G
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| CUSIP No. | 68373J104 |
| 1 | Names of Reporting Persons
Scoggin Management 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,435,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Comprised of shares of Common Stock held directly by Scoggin International Fund Ltd., of which Scoggin Management LP is the investment manager.
The percentage of Common Stock reported herein as being beneficially owned by the Reporting Persons reflects 119,782,899 shares of Common Stock outstanding as of March 27, 2025, as set forth in the Definitive Proxy Statement filed by the Issuer with the Securities and Exchange Commission on April 10, 2025.
SCHEDULE 13G
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| CUSIP No. | 68373J104 |
| 1 | Names of Reporting Persons
Scoggin GP 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,435,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Comprised of shares of Common Stock held directly by Scoggin International Fund Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP, the investment manager of Scoggin International Fund Ltd.
The percentage of Common Stock reported herein as being beneficially owned by the Reporting Persons reflects 119,782,899 shares of Common Stock outstanding as of March 27, 2025, as set forth in the Definitive Proxy Statement filed by the Issuer with the Securities and Exchange Commission on April 10, 2025.
SCHEDULE 13G
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| CUSIP No. | 68373J104 |
| 1 | Names of Reporting Persons
Curtis Schenker | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,435,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comprised of shares of Common Stock held by Scoggin International Fund Ltd. Curtis Schenker is a co-managing member of Scoggin GP LLC, which is the general partner of Scoggin Management LP, the investment manager of Scoggin International Fund Ltd
The percentage of Common Stock reported herein as being beneficially owned by the Reporting Persons reflects 119,782,899 shares of Common Stock outstanding as of March 27, 2025, as set forth in the Definitive Proxy Statement filed by the Issuer with the Securities and Exchange Commission on April 10, 2025.
SCHEDULE 13G
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| CUSIP No. | 68373J104 |
| 1 | Names of Reporting Persons
Craig Effron | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,435,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comprised of shares of Common Stock held by Scoggin International Fund Ltd. Craig Effron is a co-managing member of Scoggin GP LLC, which is the general partner of Scoggin Management LP, the investment manager of Scoggin International Fund Ltd.
The percentage of Common Stock reported herein as being beneficially owned by the Reporting Persons reflects 119,782,899 shares of Common Stock outstanding as of March 27, 2025, as set forth in the Definitive Proxy Statement filed by the Issuer with the Securities and Exchange Commission on April 10, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Open Lending Corporation | |
| (b) | Address of issuer's principal executive offices:
1501 S. MoPac Expressway, Suite 450 Austin, TX 78746 | |
| Item 2. | ||
| (a) | Name of person filing:
Scoggin International Fund Ltd.,
Scoggin Management LP,
Scoggin GP LLC,
Curtis Schenker, and
Craig Effron | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Scoggin International Fund Ltd. is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands
The principal business address of each other Reporting Person is 654 Madison Avenue, 10th Floor, New York, NY 10065. | |
| (c) | Citizenship:
Scoggin International Fund Ltd. - Cayman Islands
Scoggin Management LP and Scoggin GP LLC - Delaware
Curtis Schenker and Craig Effron - United States of America | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
68373J104 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Scoggin International Fund Ltd. - 2,435,000
Scoggin Management LP - 2,435,000
Scoggin GP LLC - 2,435,000
Curtis Schenker - 2,435,000
Craig Effron - 2,435,000 | |
| (b) | Percent of class:
Scoggin International Fund Ltd. - 2.03%
Scoggin Management LP - 2.03%
Scoggin GP LLC - 2.03%
Curtis Schenker - 2.03%
Craig Effron - 2.03% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Scoggin International Fund Ltd. - 2,435,000
Scoggin Management LP - 2,435,000
Scoggin GP LLC - 2,435,000
Curtis Schenker - 0
Craig Effron - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Scoggin International Fund Ltd. - 0
Scoggin Management LP - 0
Scoggin GP LLC - 0
Curtis Schenker - 2,435,000
Craig Effron - 2,435,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Scoggin International Fund Ltd. - 2,435,000
Scoggin Management LP - 2,435,000
Scoggin GP LLC - 2,435,000
Curtis Schenker - 0
Craig Effron - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Scoggin International Fund Ltd. - 0
Scoggin Management LP - 0
Scoggin GP LLC - 0
Curtis Schenker - 2,435,000
Craig Effron - 2,435,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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.
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Exhibit Information
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Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement. |