Amended Statement of Ownership (sc 13g/a)
15 Februar 2022 - 12:24AM
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)
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)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule
13d-1(b)
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☒
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
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*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
Alexander
Mitchell
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
☐
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(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
United
States of America
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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
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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12.
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Type
of Reporting Person (See Instructions)
IN
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1.
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Names
of Reporting Persons
Scopus
Capital, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
☐
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(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
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
0
|
|
|
|
|
6.
|
Shared
Voting Power
0
|
|
|
|
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7.
|
Sole
Dispositive Power
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
0
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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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
Scopus
Asset Management, L.P.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
☐
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(b)
☒
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|
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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
0
|
|
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
0
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
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|
|
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11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
|
|
|
|
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12.
|
Type
of Reporting Person (See Instructions)
IA
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1.
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Names
of Reporting Persons
Scopus Advisors, LLC
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
☐
|
|
|
(b)
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☒
|
|
|
|
|
|
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
0
|
|
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
|
|
|
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12.
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Type
of Reporting Person (See Instructions)
OO
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1.
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Names
of Reporting Persons
Scopus Vista Partners, L.P.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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|
(a)
|
☐
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|
(b)
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☒
|
|
|
|
|
|
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
0
|
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
|
8.
|
Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.00%
|
|
|
|
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12.
|
Type
of Reporting Person (See Instructions)
PN
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Item
1.
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(a)
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Name
of Issuer:
Twin
Ridge Capital Acquisition Corp. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices:
999
Vanderbilt Beach Road, Suite 200
Naples,
Florida 34108
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Item
2.
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(a)
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Name
of Person Filing:
This
statement is filed by Mr. Alexander Mitchell; Scopus Capital, Inc. (“SCI”); Scopus Asset Management, L.P. (“SAMLP”);
Scopus Advisors, LLC (“SALLC”); and Scopus Vista Partners, L.P. (“SVPLP,” and together with Mr. Mitchell,
SCI, SAMLP, and SALLC, the “Reporting Persons”).
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(b)
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Address
of Principal Business Office or, if none, Residence:
For
each Reporting Person:
c/o
Scopus Asset Management, L.P.
717
Fifth Ave., 21st Floor
New
York, New York 10022
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(c)
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Citizenship:
For
each Reporting Person other than Mr. Mitchell, Delaware.
For
Mr. Mitchell, United States of America
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(d)
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Title
of Class of Securities:
Class
A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”)
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(e)
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CUSIP
Number:
G9151L112
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Item
3.
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If
this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not
applicable.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Statement.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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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 ☒.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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.
Dated
February 14, 2022
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alexANDER
mitchell
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SCOPUS
CAPITAL, INC.
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/s/
Daniel Fried, attorney-in-fact
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By:
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/s/
Daniel Fried
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Name:
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Daniel
Fried
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Title:
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Attorney-in-Fact
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SCOPUS
ASSET MANAGEMENT, L.P.
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SCOPUS
ADVISORS, LLC
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By:
Scopus Capital, Inc., its General Partner
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By:
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/s/
Daniel Fried
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By:
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/s/
Daniel Fried
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Name:
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Daniel
Fried
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Name:
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Daniel
Fried
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Title:
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Attorney-in-Fact
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Title:
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Attorney-in-Fact
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SCOPUS
VISTA PARTNERS, L.P.
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By:
Scopus Advisors, LLC, its General Partner
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By:
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/s/
Daniel Fried
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Name:
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Daniel
Fried
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Title:
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Attorney-in-Fact
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JOINT
FILING AGREEMENT
The
persons below hereby agree that the Schedule 13GA to which this agreement is attached as an exhibit, as well as all future amendments
to such Schedule 13GA, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934.
Dated
February 14, 2022
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alexANDER
mitchell
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SCOPUS
CAPITAL, INC.
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/s/
Daniel Fried, attorney-in-fact
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By:
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/s/
Daniel Fried
|
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Name:
|
Daniel
Fried
|
|
|
|
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Title:
|
Attorney-in-Fact
|
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SCOPUS
ASSET MANAGEMENT, L.P.
|
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SCOPUS
ADVISORS, LLC
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By:
Scopus Capital, Inc., its General Partner
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By:
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/s/
Daniel Fried
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By:
|
/s/
Daniel Fried
|
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Name:
|
Daniel
Fried
|
|
Name:
|
Daniel
Fried
|
|
Title:
|
Attorney-in-Fact
|
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Title:
|
Attorney-in-Fact
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SCOPUS
VISTA PARTNERS, L.P.
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By:
Scopus Advisors, LLC, its General Partner
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By:
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/s/
Daniel Fried
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Name:
|
Daniel
Fried
|
|
|
|
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Title:
|
Attorney-in-Fact
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