Statement of Ownership (sc 13g)
16 März 2022 - 05:49PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of
1934 |
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(Amendment
No. )* |
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Waverley Capital Acquisition Corp. 1
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(Name of Issuer) |
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Class A Ordinary Shares, $0.0001 par value per share
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(Title of Class of
Securities) |
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G06536109
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(CUSIP Number) |
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March 7, 2022
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(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: |
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¨ |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 9 Pages) |
______________________________
*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).
| CUSIP No. G06536109 |
13G |
Page
2
of 9
Pages |
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1 |
NAMES
OF REPORTING PERSONS
Empyrean Capital Overseas Master Fund, Ltd.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a) ¨
(b) ý
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
1,224,000
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
1,224,000
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,000
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
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12 |
TYPE OF
REPORTING PERSON
CO
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| CUSIP No. G06536109 |
13G |
Page
3
of 9
Pages |
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1 |
NAMES
OF REPORTING PERSONS
Empyrean Capital Partners, LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a) ¨
(b) ý
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
1,224,000
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
1,224,000
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,000
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
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12 |
TYPE OF
REPORTING PERSON
PN
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| CUSIP No. G06536109 |
13G |
Page
4
of 9
Pages |
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1 |
NAMES
OF REPORTING PERSONS
Amos
Meron
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a) ¨
(b) ý
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
1,224,000
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
1,224,000
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,000
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
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12 |
TYPE OF
REPORTING PERSON
IN
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| CUSIP No. G06536109 |
13G |
Page
5
of 9
Pages |
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Item 1(a). |
NAME OF ISSUER. |
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The name of the issuer is Waverley
Capital Acquisition Corp. 1 (the “Issuer”). |
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Item 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL
EXECUTIVE OFFICES: |
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The Issuer’s principal executive
offices are located at 1330 Avenue of the Americas, 7th
Floor, New York, NY 10019. |
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Item 2(a). |
NAME OF PERSON
FILING: |
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This statement is filed
by: |
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(i) |
Empyrean Capital Overseas Master
Fund, Ltd. (“ECOMF”), a Cayman Islands exempted company,
with respect to the Class A Ordinary Shares (as defined in Item
2(d)) directly held by it; |
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(ii) |
Empyrean Capital Partners, LP
(“ECP”), a Delaware limited partnership, which serves as
investment manager to ECOMF with respect to the Class A Ordinary
Shares directly held by ECOMF; |
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(iii) |
Mr. Amos Meron, who serves as the
managing member of Empyrean Capital, LLC, the general partner of
ECP, with respect to the Class A Ordinary Shares directly held by
ECOMF. |
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The foregoing persons are hereinafter
sometimes collectively referred to as the “Reporting
Persons.” Any disclosures herein with respect to
persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate
party. |
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The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to
beneficial ownership of Class A Ordinary Shares owned by another
Reporting Person. |
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE: |
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The address of the business office of
each of the Reporting Persons is c/o Empyrean Capital Partners, LP,
10250 Constellation Boulevard, Suite 2950, Los Angeles, CA
90067. |
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Item 2(c). |
CITIZENSHIP: |
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ECOMF - a Cayman Islands exempted
company |
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ECP - a Delaware limited
partnership |
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Amos Meron - United
States |
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Item 2(d). |
TITLE OF CLASS OF
SECURITIES: |
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Class A ordinary shares, $0.0001 par
value per share (the “Class A Ordinary Shares”) |
| CUSIP No. G06536109 |
13G |
Page
6
of 9
Pages |
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Item 2(e). |
CUSIP NUMBER: |
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G06536109 |
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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: |
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(a) |
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Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
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(e) |
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Investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G);
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(h) |
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Savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i) |
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Church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act (15 U.S.C. 80a-3); |
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(j) |
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Non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with §
240.13d-1(b)(1)(ii)(K). |
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If
filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please
specify the type of institution:_______________________________
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Item 4. |
OWNERSHIP. |
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The information required by Items 4(a) – (c) is
set forth in Rows (5) – (11) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each
Reporting Person. |
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The percentages used in this Schedule 13G are
calculated based upon 21,487,039 Class A Ordinary Shares
outstanding as of November 15, 2021, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021 filed with the Securities and Exchange
Commission on November 15, 2021. |
| CUSIP No. G06536109 |
13G |
Page
7
of 9
Pages |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS
OF A CLASS. |
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Not applicable. |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON. |
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Not applicable. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY. |
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Not applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP. |
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Not applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF
GROUP. |
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Not applicable. |
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Item 10. |
CERTIFICATION. |
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Each of the Reporting Persons hereby
makes the following certification: |
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By signing below each Reporting
Person certifies that, to the best of its 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. |
| CUSIP No. G06536109 |
13G |
Page
8
of 9
Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: March 16, 2022
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empyrean capital
partners, lp |
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By: /s/ C. Martin
Meekins |
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Name: C. Martin
Meekins |
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Title: Chief Operating
Officer |
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Empyrean
Capital Overseas MASTER Fund, Ltd. |
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By: Empyrean Capital Partners,
LP, |
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its Investment Manager |
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By: /s/ C. Martin
Meekins |
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Name: C. Martin
Meekins |
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Title: Chief Operating
Officer |
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/s/ Amos
Meron |
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AMOS MERON |
| CUSIP No. G06536109 |
13G |
Page
9
of 9
Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
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 acquisition statements. 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 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.
DATED: March 16, 2022
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empyrean capital
partners, lp |
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By: /s/ C. Martin
Meekins |
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Name: C. Martin
Meekins |
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Title: Chief Operating
Officer |
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Empyrean
Capital Overseas MASTER Fund, Ltd. |
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By: Empyrean Capital Partners,
LP, |
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its Investment
Manager |
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By: /s/ C. Martin
Meekins |
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Name: C. Martin
Meekins |
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Title: Chief Operating
Officer |
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/s/ Amos
Meron |
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AMOS MERON |
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