Statement of Ownership (sc 13g)
09 Februar 2022 - 11:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
|
|
|
Waverley Capital Acquisition Corp.
1 |
|
(Name of Issuer) |
|
|
|
Class A Ordinary Shares, par value
$0.0001 |
|
(Title of Class of
Securities) |
|
|
|
G06536109 |
|
(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:
| |
☐ |
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 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).
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 2 of 8 |
|
1 |
NAME
OF REPORTING PERSON
WCAC1 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
5,371,760
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
5,371,760
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,371,760
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
|
|
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 3 of 8 |
|
1 |
NAME
OF REPORTING PERSON
Edgar Bronfman, 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
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
5,371,760
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
5,371,760
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,371,760
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
|
|
|
12 |
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 4 of 8 |
|
1 |
NAME
OF REPORTING PERSON
Daniel Leff
|
|
|
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
WITH
|
5 |
SOLE
VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
5,371,760
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
5,371,760
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,371,760
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
|
|
|
12 |
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 5 of 8 |
| ITEM 1. |
(a) |
Name of
Issuer: |
| |
|
|
| |
Waverley Capital
Acquisition Corp. 1 |
| |
|
|
| |
(b) |
Address of Issuer’s Principal
Executive Offices: |
| |
|
|
| |
1330
Avenue of the Americas
New
York, NY 10019
|
| |
|
| ITEM 2. |
(a) |
Name of Person
Filing: |
| |
|
|
| |
This statement is being filed on behalf of each of
the following persons (each, a “Reporting Person” and,
collectively, the “Reporting Persons”): |
| |
|
|
| |
1. |
WCAC1 Sponsor LLC |
| |
2. |
Edgar Bronfman, Jr. |
| |
3. |
Daniel Leff |
| |
|
|
| |
(b) |
Address of Principal Business
Office, or if none, Residence: |
| |
|
|
| |
c/o
Waverley Capital Acquisition Corp. 1
1330
Avenue of the Americas
New
York, NY 10019
|
| |
|
|
| |
(c) |
Citizenship: |
| |
|
|
| |
See row 4 of the
cover page of each Reporting Person. |
| |
|
|
| |
(d) |
Title of Class of
Securities: |
| |
|
|
| |
Class A Ordinary
Shares, par value $0.0001 per share. |
| |
|
|
| |
(e) |
CUSIP Number: |
| |
|
|
| |
G06536109 |
| |
|
|
| 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: |
| |
|
|
| |
Not
Applicable. |
| |
|
| ITEM 4. |
OWNERSHIP.
WCAC1 Sponsor LLC (the “Sponsor”) directly owns 5,371,760
Class B ordinary shares, par value $0.0001 per share
(“Class B Ordinary Shares”), of Waverley Capital Acquisition
Corp. 1 (the “Issuer”, which are convertible into the Issuer’s
Class A ordinary shares, par value $0.0001 per share (“Class A
Ordinary Shares”). Such shares may be deemed to be
beneficially owned by Edgar Bronfman, Jr. and Daniel Leff, who are
the managers of the Sponsor. As a result of these
relationships, each of the Sponsor, Mr. Bronfman, and Mr. Leff
may be deemed to have or share beneficial ownership of the
securities held directly by the Sponsor. Each of the Sponsor,
Mr. Bronfman, and Mr. Leff disclaims beneficial ownership of
such securities except to the extent of their direct ownership.
In
addition to the securities reported on the cover pages hereto, the
Sponsor also directly owns 4,864,939 private placement warrants to
purchase 4,864,939 shares of Class A Ordinary Shares. The warrants
become exercisable beginning on the later of August 19, 2022 or 30
days after the completion of the Issuer’s initial business
combination and expire five years after the completion of the
Issuer’s initial business combination or earlier upon redemption or
liquidation.
|
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 6 of 8 |
| |
Percentage ownership is based on 21,487,039
shares of Class A Ordinary Shares outstanding as of November 15,
2021, as reported by the Issuer in its quarterly report on Form
10-Q for the period ended September 30, 2021, and 5,371,760 shares
of Class B Ordinary Shares directly owned by the Sponsor, and
assumes conversion of all Class B Ordinary Shares into Class A
Ordinary Shares. |
| |
|
| |
(a) |
Amount beneficially
owned: |
| |
|
|
| |
|
See row 9 of the
cover page of each Reporting Person. |
| |
|
|
| |
(b) |
Percent of
class: |
| |
|
|
| |
|
See row 11 of the
cover page of each Reporting Person. |
| |
|
|
| |
(c) |
Number of shares as
to which such person has: |
| |
|
|
| |
|
(i) |
Sole power to
vote or to direct the vote: |
| |
|
|
|
| |
|
|
See row 5 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
|
(ii) |
Shared power to vote or to direct
the vote: |
| |
|
|
|
| |
|
|
See row 6 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
|
(iii) |
Sole power to dispose or to
direct the disposition of: |
| |
|
|
|
| |
|
|
See row 7 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
|
(iv) |
Shared power to dispose or to
direct the disposition of: |
| |
|
|
|
| |
|
|
See row 8 of the cover page of
each Reporting Person. |
| |
| 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. |
| |
|
| |
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. |
| |
|
| ITEM 10. |
CERTIFICATION. |
| |
|
| |
Not
Applicable. |
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 7 of 8 |
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 9, 2022
| |
WCAC1
Sponsor LLC |
|
| |
a Delaware limited liability company |
|
| |
|
|
|
|
| |
By: |
/s/ Edgar
Bronfman, Jr. |
|
| |
|
Name: |
Edgar Bronfman, Jr. |
|
| |
|
Title: |
Manager |
|
| |
|
|
|
|
| |
Edgar
Bronfman, Jr. |
|
| |
|
|
|
|
| |
By: |
/s/ Edgar
Bronfman, Jr. |
|
| |
|
Name: |
Edgar Bronfman, Jr. |
|
| |
|
|
|
|
| |
Daniel
Leff |
|
| |
|
|
|
|
| |
By: |
/s/ Daniel
Leff |
|
| |
|
Name: |
Daniel Leff |
|
| |
|
|
|
|
|
CUSIP No.
G06536109 |
SCHEDULE 13G |
Page 8 of 8 |
Exhibit Index
|
Exhibit No. |
|
Description |
| Exhibit 1 |
|
Joint Filing Agreement, dated as of February 9,
2022, by and among WCAC1 Sponsor LLC, Edgar Bronfman, Jr. and
Daniel Leff. |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
DATE: February 9, 2022
| |
WCAC1
Sponsor LLC |
|
| |
a Delaware limited liability company |
|
| |
|
|
|
|
| |
By: |
/s/ Edgar
Bronfman, Jr. |
|
| |
|
Name: |
Edgar Bronfman, Jr. |
|
| |
|
Title: |
Manager |
|
| |
|
|
|
|
| |
Edgar
Bronfman, Jr. |
|
| |
|
|
|
|
| |
By: |
/s/ Edgar
Bronfman, Jr. |
|
| |
|
Name: |
Edgar Bronfman, Jr. |
|
| |
|
|
|
|
| |
Daniel
Leff |
|
| |
|
|
|
|
| |
By: |
/s/ Daniel
Leff |
|
| |
|
Name: |
Daniel Leff |
|
| |
|
|
|
|
Waverley Capital Acquisi... (NYSE:WAVC)
Historical Stock Chart
Von Mai 2022 bis Jun 2022
Waverley Capital Acquisi... (NYSE:WAVC)
Historical Stock Chart
Von Jun 2021 bis Jun 2022
