UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934
(Amendment No. ___)*
Prime Impact Acquisition I
(Name of
Issuer)
Class A Common Stock, par value $0.0001
(Title
of Class of Securities)
G61074103
(CUSIP
Number)
December 31, 2021
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
[x] Rule
13d-1(b)
[_] Rule
13d-1(c)
[_] Rule
13d-1(d)
*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).
SCHEDULE 13G
1
|
Names of Reporting Persons
|
HGC Investment Management Inc.
|
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
|
Canada
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
2,554,925
|
6
|
Shared Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
2,554,925
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
2,554,925
|
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)
|
7.88%
|
12
|
Type of Reporting Person (See Instructions)
|
FI
|
|
|
|
|
Item
1.
(a) Name of
Issuer: The name of the issuer is Prime Impact Acquisition I
(the "Issuer")
(b) Address of
Issuer's Principal Executive Offices: The Issuer's principal
executive offices are located at 123 E San Carlos Street, Suite 12,
San Jose, California 95112
Item 2.
(a) Name
of Person Filing: This statement is filed by HGC Investment
Management Inc., a company incorporated under the laws of Canada,
which serves as the investment manager to The HGC Fund LP, an
Ontario limited partnership (the "Fund"), with respect to the
Shares (as defined below) held by the Reporting Person on behalf of
the Fund. The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of
Section 13 of the Act, the beneficial owner of the Shares reported
herein.
(b) Address
of Principal Business Office or, if None, Residence:
The address of the
business office of the Reporting Person is 1073 Yonge Street,
2nd Floor, Toronto, Ontario M4W 2L2, Canada.
(c) Citizenship:
The citizenship of the Reporting Person is Canada
(d) Title
and Class of Securities: Common Stock (the "Shares")
(e) CUSIP
No.: The
CUSIP number of the Ordinary Shares is G61074103
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;
(b) [_] Bank
as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance
company as defined in Section 3(a)(19) of the Act;
(d) [_] Investment
company registered under Section 8 of the Investment Company Act of
1940;
(e) [_] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(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;
(j) [x] A
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [_] Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The Reporting
Person is an investment fund manager, portfolio manager and exempt
market dealer registered with the Ontario Securities
Commission.
____
Item 4. Ownership
(a) Amount
Beneficially Owned: 2,554,925
(b) Percent of
Class: 7.88%
(c) Number of
shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 2,554,925
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition of: 2,554,925
(iv) Shared
power to dispose or to direct the disposition of: 0
Item 5. Ownership
of Five Percent or Less of a Class.
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 five percent of the class of securities, check the
following [ ].
Item 6. Ownership
of more than Five Percent on Behalf of Another Person.
See Item 2. The
Fund has the right to receive or the power to direct the receipt of
dividends or the proceeds from the sale of more than 5% of the
Shares.
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.
Item 8. Identification
and classification of members of the group.
Not
applicable
Item 9. Notice
of Dissolution of Group.
Not
applicable.
Item 10. Certifications.
By signing below
the Reporting Person certifies that, to the best of its knowledge
and belief, (i) 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 and
(ii) the foreign regulatory scheme applicable to investment fund
managers is substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institutions. The
Reporting Person also undertakes to furnish to the Commission
staff, upon request, information that would otherwise be disclosed
in a Schedule 13D.
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.
Dated: February
1st, 2022
/s/ Signature
Stuart Grant
Name/Title: Stuart Grant, CCO
The original statement shall be
signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on
behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of
such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
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