0000899243-21-041966.txt : 20211028 0000899243-21-041966.hdr.sgml : 20211028 20211028202851 ACCESSION NUMBER: 0000899243-21-041966 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERGHEIM OLAV CENTRAL INDEX KEY: 0001207793 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360127 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sonendo, Inc. CENTRAL INDEX KEY: 0001407973 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 205041718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26061 MERIT CIRCLE STREET 2: SUITE 101 CITY: Laguna Hills STATE: CA ZIP: 92653 BUSINESS PHONE: (949) 766-3636 MAIL ADDRESS: STREET 1: 26061 MERIT CIRCLE STREET 2: SUITE 101 CITY: Laguna Hills STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: Dentatek CORP DATE OF NAME CHANGE: 20070726 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-28 0 0001407973 Sonendo, Inc. SONX 0001207793 BERGHEIM OLAV C/O FJORD INVEST LLC 26051 MERIT CIRCLE, SUITE 102 LAGUNA HILLS CA 92653 1 0 1 0 Common Stock 90410 D Common Stock 109589 I Held by Micro LLC Common Stock 13698 I Held by Fjord Ventures LLC Series A-1 Preferred Stock Common Stock 592372 I Held by Fjordinvest LLC Series B Preferred Stock Common Stock 159170 I Held by Fjordinvest LLC Series C Preferred Stock Common Stock 99626 I Held by Fjordinvest LLC Series C-1 Preferred Stock Common Stock 239584 I Held by Fjordinvest LLC Series D Preferred Stock Common Stock 393473 I Held by Fjordinvest (Cayman) Ltd. Series B Preferred Stock Common Stock 52766 I Held by Fjord Ventures LLC Series B Preferred Stock Common Stock 21713 I Held by Micro LLC Series B Preferred Stock Common Stock 592002 I Held by Fjord Capital Partners I, L.P. Series C Preferred Stock Common Stock 99626 I Held by Fjord Capital Partners I, L.P. Series D Preferred Stock Common Stock 286673 I Held by Fjordinvest (Cayman) II Ltd. Series E Preferred Stock Common Stock 24906 I Held by IRA. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. Mr. Bergheim is the president of Micro LLC and exercises voting and dispositive power over the shares held by Micro LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Mr. Bergheim is the president of Fjord Ventures LLC and exercises voting and dispositive power over the shares held by Fjord Ventures LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Mr. Bergheim is the president of Micro LLC, the managing member of Fjordinvest LLC, and is the manager of Fjordinvest LLC. Mr. Bergheim exercises voting and dispositive power over the shares held by Fjordinvest LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Mr. Bergheim is the chief executive officer of Fjordinvest (Cayman) Ltd. and exercises voting and dispositive power over the shares held by Fjordinvest (Cayman) Ltd. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Mr. Bergheim is the manager of Fjord Venture Partners I, LLC, the general partner of Fjord Capital Partners I, LP, and exercises voting and dispositive power over the shares held Fjord Capital Partners I, LP. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Mr. Bergheim is the chief executive officer of Fjordinvest (Cayman) II Ltd. and exercises voting and dispositive power over the shares held by Fjordinvest (Cayman) II Ltd. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Held by PENSCO Trust Company, Custodian, FBO Olav Bergheim. Exhibit 24 - Power of Attorney. /s/ Jacqueline Collins, Attorney-in-Fact for Olav Bergheim 2021-10-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      EXHIBIT 24

                                   POWER OF ATTORNEY

      With respect to holdings of and transactions in securities issued by
Sonendo, Inc. (the "Company"), the undersigned hereby constitutes and appoints
the individual or individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

      1.    prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the United States Securities and Exchange
            Commission (the "SEC") a Form ID, including amendments thereto, and
            any other documents necessary or appropriate to obtain and/or
            regenerate codes and passwords enabling the undersigned to make
            electronic filings with the SEC of reports required by Section 16(a)
            of the Securities Exchange Act of 1934, as amended, or any rule or
            regulation of the SEC;

      2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
            accordance with Section 16 of the Securities Exchange Act of 1934,
            as amended, and the rules thereunder;

      3.    do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5, complete and execute any amendment or amendments
            thereto, and timely file such form with the SEC and any stock
            exchange or similar authority; and

      4.    take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

      The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 1, 2021.


                                        Signature:   /s/ Olav Bergheim
                                                     -----------------
                                        Print Name:  Olav Bergheim


                                   Schedule A

            Individual Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

        1.  Bjarne Bergheim
        2.  Andrew Kirkpatrick
        3.  Michael Watts
        4.  Jacqueline Collins