1
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NAME OF REPORTING PERSONS
Christopher Dewey
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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) ☐
(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
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
1,522,789*
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7
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SOLE DISPOSITIVE POWER
0
|
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8
|
SHARED DISPOSITIVE POWER
1,522,789*
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,789*
|
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10
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CHECK BOX 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)
5.6%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1
|
NAME OF REPORTING PERSONS
Christopher C Dewey Trust DTD 5/3/18
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(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
1,522,789*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
1,522,789*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,789*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | |||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%**
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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Item 4. |
Ownership:
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(a)
|
Amount Beneficially Owned: 1,522,789 shares of Common Stock held by Christopher C Dewey Trust DTD 5/3/18, of which Christopher Dewey is the sole trustee, and by virtue of such relationship,
is deemed to have shared voting and investment power with respect to the Common Stock held by the Trust. The amount includes (i) 881,599 shares of Common Stock that are issuable upon exercise of warrants, which such warrants are
exercisable for shares of Common Stock commencing 30 days after the closing of the Issuer’s business combination which occurred on August 10, 2023, and (ii) 67,500 shares of Common Stock that are issuable upon conversion of shares of the
Issuer’s Series A Convertible Preferred Stock.
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(b) |
Percent of Class: 5.6%
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(c) |
Number of shares as to which such person has:
|
(i)
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sole power to vote or to direct the vote: 0
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(ii)
|
shared power to vote or to direct the vote: 1,522,789
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
|
shared power to dispose or to direct the disposition of: 1,522,789
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7. |
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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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. |
Certification:
|
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CHRISTOPHER DEWEY
/s/ Christopher Dewey
Christopher Dewey
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CHRISTOPHER C DEWEY TRUST DTD 5/3/18
/s/ Christopher Dewey
By: Christopher Dewey
Its: Trustee
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CHRISTOPHER DEWEY
/s/ Christopher Dewey
Christopher Dewey
|
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CHRISTOPHER C DEWEY TRUST DTD 5/3/18
/s/ Christopher Dewey
By: Christopher Dewey
Its: Trustee
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