Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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).
CUSIP No. 63889L 206
|
13G
|
Page 2 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Natural Order Sponsor 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
|
5
|
SOLE VOTING POWER
5,650,000(1)
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
5,650,000(1)
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
5,650,000(1)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
(1)
|
Does not include 3,400,000 shares issuable upon exercise
of 6,800,000 warrants. Each warrant entitles the holder to acquire one-half of one share of common stock and is exercisable at
a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) November
10, 2021, and expires 5 years after the completion of an initial business combination, or earlier upon redemption.
|
CUSIP No. 63889L 206
|
13G
|
Page 3 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Paresh D. Patel
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,161,000(1)
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,161,000(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,161,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
6,161,000(1)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.4%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
Consists of (i) 5,650,000 shares (but not the 3,400,000
shares issuable upon exercise of 6,800,000 warrants) owned by Natural Order Sponsor, LLC; (ii) 11,000 shares (but not the 5,500
shares issuable upon exercise of 11,000 warrants) owned by Reporting Person’s children; and (iii) 500,000 shares (but not
the 250,000 shares issuable upon exercise of 500,000 warrants) owned by Reporting Person’s wife. Each warrant entitles the
holder to acquire one-half of one share of common stock and is exercisable at a price of $11.50 per full share commencing on the
later of (x) the completion of an initial business combination and (y) November 10, 2021, and expires 5 years after the completion
of an initial business combination, or earlier upon redemption.
|
CUSIP No. 63889L 206
|
13G
|
Page 4 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Sebastiano Cossia Castiglioni
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
5,650,000(1)
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
5,800,000(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,800,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
5,800,000(1)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.2%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
Consists of (i) 5,650,000 shares (but not the 3,400,000 shares issuable upon exercise of 6,800,000 warrants) owned by Natural
Order Sponsor, LLC; and (ii) 150,000 shares owned by Vegan Capital SA, over which the Reporting Person shares dispositive power
(but not the 75,000 shares issuable upon exercise of 150,000 warrants) owned by Vegan Capital SA. Each warrant entitles the holder
to acquire one-half of one share of common stock and is exercisable at a price of $11.50 per full share commencing on the later
of (x) the completion of an initial business combination and (y) November 10, 2021, and expires 5 years after the completion of
an initial business combination, or earlier upon redemption.
|
CUSIP No. 63889L 206
|
13G
|
Page 5 of 8 Pages
|
Item 1.
|
(a)
|
Name of Issuer: Natural Order Acquisition Corp.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
30 Colpitts Road
Weston, MA 02493
Item 2.
|
(a)
|
Name of Person Filing:
|
Natural Order Sponsor, LLC
|
|
|
|
Paresh D. Patel
|
|
|
|
Sebastiano Cossia Castiglioni
|
|
(b)
|
Address of Principal Business Office or if none, Residence:
|
c/o Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
|
(c)
|
Citizenship:
|
Natural Order Sponsor, LLC – Delaware
|
|
|
|
Paresh D. Patel – United States
|
|
|
|
Sebastiano Cossia Castiglioni - Italy
|
|
(d)
|
Title of Class of Securities: Common Stock, $0.0001
par value
|
|
(e)
|
CUSIP
Number: 63889L 107
|
|
(a)
|
Amount Beneficially Owned:
|
Natural Order Sponsor, LLC – 5,650,000 shares.
Paresh D. Patel – 6,161,000
shares. Consists of (i) 5,650,000 shares of common stock owned by Natural Order Sponsor, LLC; (ii) 11,000 shares of common stock
held by Mr. Patel’s children, and (iii) 500,000 shares of common stock owned by Mr. Patel’s wife.
Sebastiano Cossia Castiglioni –
5,800,000 shares. Consists of (i) 5,650,000 shares of common stock owned by Natural Order Sponsor, LLC; and (ii) 150,000 shares
owned by Vegan Capital SA.
The foregoing does not include
(i) 3,400,000 shares issuable upon exercise of 6,800,000 warrants owned by Natural Order Sponsor, LLC; (ii) 5,500 shares issuable
upon exercise of 11,000 warrants owned by Mr. Patel’s children; (iii) 250,000 shares issuable upon exercise of 500,000 warrants
owned by Mr. Patel’s wife; and (iv) 75,000 shares issuable upon 150,000 warrants owned by Vegan Capital SA. Each warrant
entitles the holder to acquire one-half of one share of common stock and is exercisable at a price of $11.50 per full share commencing
on the later of (x) the completion of an initial business combination and (y) November 10, 2021, and expires 5 years after the
completion of an initial business combination, or earlier upon redemption.
CUSIP No. 63889L 206
|
13G
|
Page 6 of 8 Pages
|
Paresh D. Patel and Sebastiano
Cossia Castiglioni share voting and dispositive power over the securities owned by Natural Order Sponsor, LLC.
Paresh D. Patel shares voting and
dispositive power over shares owned by his children and wife.
Sebastiano Cossia Castiglioni shares
dispositive power over shares owned by Vegan Capital SA.
Natural Order Sponsor, LLC –19.7%
Paresh D. Patel – 21.4%
Sebastiano Cossia Castiglioni –
20.2%
The foregoing percentages are based on 28,750,000
shares of common stock outstanding as of December 31, 2020.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote:
|
Natural Order Sponsor, LLC –
5,650,000 shares.
Paresh D. Patel – 0 shares.
Sebastiano Cossia Castiglioni
– 0 shares.
|
(ii)
|
shared power to vote or to direct the vote:
|
Natural Order Sponsor, LLC –
0 shares.
Paresh D. Patel – 6,161,000
shares.
Sebastiano Cossia Castiglioni
– 5,650,000 shares.
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
Natural Order Sponsor, LLC –
5,650,000 shares.
Paresh D. Patel – 0 shares.
Sebastiano Cossia Castiglioni
– 0 shares.
CUSIP No. 63889L 206
|
13G
|
Page 7 of 8 Pages
|
|
(iv)
|
shared power to dispose or to direct the disposition
of:
|
Natural Order Sponsor, LLC –
0 shares.
Paresh D. Patel – 6,161,000
shares.
Sebastiano Cossia Castiglioni
– 5,800,000 shares.
|
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 Subsidiary Which Acquired the Securities: Not Applicable
|
|
Item 8.
|
Identification and Classification of Members of the Group:
Not Applicable
|
|
Item
9.
|
Notice of Dissolution of Group: Not Applicable
|
|
Item 10.
|
Certifications: Not Applicable
|
CUSIP No. 63889L 206
|
13G
|
Page 8 of 8 Pages
|
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.
February 16, 2021
|
NATURAL ORDER SPONSOR, LLC
|
|
|
|
By:
|
/s/ Marc Volpe
|
|
|
Name: Marc Volpe
|
|
|
Title: Managing Member
|
|
|
|
/s/ Paresh D. Patel
|
|
Paresh D. Patel
|
|
|
|
/s/ Sebastiano Cossia Castiglioni
|
|
Sebastiano Cossia Castiglioni
|
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of Natural Order
Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to
such joint filings.
The undersigned further agree that each
party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy
and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for
the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that
such information is inaccurate.
This Joint Filing Agreement may be signed
in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have
executed this agreement as of February 16, 2021.
|
NATURAL ORDER SPONSOR, LLC
|
|
|
|
By:
|
/s/ Marc Volpe
|
|
|
Name: Marc Volpe
|
|
|
Title: Chief Financial Officer
|
|
|
|
/s/ Paresh D. Patel
|
|
Paresh D. Patel
|
|
|
|
/s/ Sebastiano Cossia Castiglioni
|
|
Sebastiano Cossia Castiglioni
|