TRCA Twin Ridge Capital Acquisition Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. )*

 

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Twin Ridge Capital Acquisition Corp.

(Name of Issuer)

 

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

 

G9151l112

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

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Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

☐	Rule 13d-1(b)

 

☐	Rule 13d-1(c)

 

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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
	Twin Ridge Capital 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 WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			10,435,045(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,435,045(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,435,045(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	32.87%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 10,435,045 Class A ordinary shares acquirable in respect of (i) 5,327,203 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer's initial business and (ii) 5,107,842 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

 

(2) Calculated based on (i) 21,308,813 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 10,435,045 Class A ordinary shares issuable in connection with the exercise or conversion of the 5,327,203 Class B Shares and the  5,107,842 Private Placement Warrants.

 

1	NAMES OF REPORTING PERSONS
	Dale Morrison
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
			10,435,045(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,435,045(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,435,045(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	32.87%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 10,435,045 Class A ordinary shares acquirable in respect of (i) 5,327,203 Class B Shares and (ii) 5,107,842 Private Placement Warrants.

 

(2) Calculated based on (i) 21,308,813 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 10,435,045 Class A ordinary shares issuable in connection with the exercise or conversion of the 5,327,203 Class B Shares and the  5,107,842 Private Placement Warrants.

 

1	NAMES OF REPORTING PERSONS
	Sanjay K. Morey
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
			10,435,045(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,435,045(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,435,045(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	32.87%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 10,435,045 Class A ordinary shares acquirable in respect of (i) 5,327,203 Class B Shares and (ii) 5,107,842 Private Placement Warrants.

 

(2) Calculated based on (i) 21,308,813 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 10,435,045 Class A ordinary shares issuable in connection with the exercise or conversion of the 5,327,203 Class B Shares and the  5,107,842 Private Placement Warrants.

1	NAMES OF REPORTING PERSONS
	William P. Russell, Jr.
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
			10,435,045(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,435,045(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,435,045(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	32.87%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 10,435,045 Class A ordinary shares acquirable in respect of (i) 5,327,203 Class B Shares and (ii) 5,107,842 Private Placement Warrants.

 

(2) Calculated based on (i) 21,308,813 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 10,435,045 Class A ordinary shares issuable in connection with the exercise or conversion of the 5,327,203 Class B Shares and the  5,107,842 Private Placement Warrants.

 

 

Twin Ridge Capital Acquisition Corp. (the “Issuer”)

 

 

999 Vanderbilt Beach Road, Suite 200

Naples, Florida 34108

 

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

 

 

 

 

 

999 Vanderbilt Beach Road, Suite 200

Naples, FL 34108

 

 

See responses to Item 4 on each cover page.

 

 

Class A Ordinary Shares, par value $0.0001 per share

 

 

G9151l112

 

 

Not Applicable.

 

 

 

See responses to Item 9 on each cover page.

 

 

See responses to Item 11 on each cover page.

 

 

 

See responses to Item 5 on each cover page.

 

 

See responses to Item 6 on each cover page.

 

 

See responses to Item 7 on each cover page.

 

 

See responses to Item 8 on each cover page.

 

The reported securities are held directly by Twin Ridge Capital Sponsor, LLC (the “Sponsor”). The Sponsor is controlled by Dale Morrison, Sanjay K. Morey and William P. Russell, Jr. As such, each of the foregoing may be deemed to have beneficial ownership of the securities directly held by the Sponsor but disclaims such ownership. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

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.

 

EXHIBIT LIST

 

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