Amended Statement of Ownership (sc 13g/a)
14 Februar 2023 - 4:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Integral
Acquisition Corporation 1
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45827K101
(CUSIP Number)
December 31, 2022
(Date of event which requires filing of this statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule 13G 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. |
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 |
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NAMES OF REPORTING PERSONS
LMR Multi-Strategy Master Fund Limited |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
| |
6 |
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SHARED VOTING POWER
450,000 |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
| |
8 |
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SHARED DISPOSITIVE POWER
450,000 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 3.9% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO |
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| 1 |
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NAMES OF REPORTING PERSONS
LMR CCSA Master Fund Ltd |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
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SHARED VOTING POWER
450,000 |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
| |
8 |
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SHARED DISPOSITIVE POWER
450,000 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 3.9% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO |
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| 1 |
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NAMES OF REPORTING PERSONS
LMR Partners LLP |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
Kingdom |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
| |
8 |
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SHARED DISPOSITIVE POWER
900,000 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) PN, IA |
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| 1 |
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NAMES OF REPORTING PERSONS
LMR Partners Limited |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Hong
Kong |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
|
SOLE DISPOSITIVE POWER
0 |
| |
8 |
|
SHARED DISPOSITIVE POWER
900,000 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO, IA |
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| 1 |
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NAMES OF REPORTING PERSONS
LMR Partners LLC |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION State of
Delaware |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
| |
8 |
|
SHARED DISPOSITIVE POWER
900,000 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) OO, IA |
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| 1 |
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NAMES OF REPORTING PERSONS
LMR Partners AG |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
| |
8 |
|
SHARED DISPOSITIVE POWER
900,000 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO, IA |
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| 1 |
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NAMES OF REPORTING PERSONS
LMR Partners (DIFC) Limited |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United Arab
Emirates |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
| |
8 |
|
SHARED DISPOSITIVE POWER
900,000 |
|
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|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO, IA |
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| 1 |
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NAMES OF REPORTING PERSONS
Ben Levine |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
Kingdom |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
|
SOLE DISPOSITIVE POWER
0 |
| |
8 |
|
SHARED DISPOSITIVE POWER
900,000 |
|
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) IN, HC |
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| 1 |
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NAMES OF REPORTING PERSONS
Stefan Renold |
| 2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland |
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
| |
6 |
|
SHARED VOTING POWER
900,000 |
| |
7 |
|
SOLE DISPOSITIVE POWER
0 |
| |
8 |
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SHARED DISPOSITIVE POWER
900,000 |
|
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| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 |
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 7.8% |
| 12 |
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) IN, HC |
| Item 1(a). |
NAME OF ISSUER: |
The name of the issuer is Integral Acquisition Corporation 1 (the “Issuer”).
| Item 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
The Issuer’s principal executive offices are located at 667 Madison Avenue, Fifth Floor, New York, NY 10065.
| Item 2(a). |
NAME OF PERSON FILING: |
This statement is filed by:
| |
(i) |
LMR Multi-Strategy Master Fund Limited (“LMR Master Fund”), with respect to the shares of
Class A Common Stock (as defined in Item 2(d)) held by it; |
| |
(ii) |
LMR CCSA Master Fund Ltd (“LMR CCSA Master Fund”), with respect to the shares of Class A Common
Stock (as defined in Item 2(d)) held by it; |
| |
(iii) |
LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG and LMR Partners (DIFC) Limited
(collectively, the “LMR Investment Managers”), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the shares of Class A Common Stock held
by LMR Master Fund and LMR CCSA Master Fund; and |
| |
(iv) |
Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR
Investment Managers with respect to the securities held by LMR Master Fund and LMR CCSA Master Fund. |
The foregoing
persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
| Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair
Place, London, W1J 8AJ, United Kingdom.
LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a United
Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates
corporation. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
| Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
45827K101
| Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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☐ |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
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(b) |
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☐ |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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☐ |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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☐ |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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☒ |
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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☐ |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
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☒ |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
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☐ |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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☐ |
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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) |
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☐ |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
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(k) |
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☐ |
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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: investment adviser. |
The information required by Items 4(a)—(c) is set forth in Rows 5—11 of the cover page for each of the Reporting Persons and is
incorporated herein by reference.
Each of LMR Master Fund and LMR CCSA Master Fund directly holds 450,000 shares of Class A Common
Stock (the “LMR Shares”). The shares of Class A Common Stock held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 3.9% and the LMR Shares in the aggregate represent approximately 7.8% of the outstanding
shares of Class A Common Stock, based on 11,500,000 shares of Class A Common Stock of the Issuer outstanding following the consummation of the Issuer’s initial public offering on November 14, 2022, as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
In addition to the LMR Shares, each of LMR Master Fund and LMR CCSA Master Fund also directly holds warrants to purchase 225,000 shares of
Class A Common Stock (“Warrants”). The Warrants have an exercise price of $11.50 per share of Class A Common Stock and are exercisable 30 days after the completion of the Issuer’s initial business combination, and will
expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or the Issuer’s liquidation.
| 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.
Each of the LMR Investment Managers and Messrs. Levine and Renold hereby certifies as follows:
By signing below each Reporting Person certifies that, to the best of his or its 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.
Each of the LMR Investment Managers other than LMR
Partners LLC hereby certifies as follows:
By signing below, I certify that, to the best of my knowledge and belief, the foreign regulatory
scheme applicable to an investment adviser is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.
Each of LMR Master Fund and LMR CCSA Master Fund hereby certifies as
follows:
By signing below each Reporting Person certifies that, to the best of his or its 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: February 14, 2023
|
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| LMR MULTI-STRATEGY MASTER FUND LIMITED |
|
| By: LMR Partners LLP, its Investment Manager |
|
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| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
| LMR CCSA MASTER FUND LTD |
|
| By: LMR Partners LLP, its Investment Manager |
|
|
| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
| LMR PARTNERS LLP |
|
|
| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
| LMR PARTNERS LIMITED |
|
|
| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
| LMR PARTNERS LLC |
|
|
| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
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| LMR PARTNERS AG |
|
|
| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
| LMR PARTNERS (DIFC) LIMITED |
|
|
| By: |
|
/s/ Shane Cullinane |
| Name: |
|
Shane Cullinane |
| Title: |
|
Chief Operating Officer |
|
| /s/ Ben Levine |
| BEN LEVINE |
|
| /s/ Stefan Renold |
| STEFAN RENOLD |
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