0000902664-23-002328.txt : 20230321 0000902664-23-002328.hdr.sgml : 20230321 20230321165932 ACCESSION NUMBER: 0000902664-23-002328 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230321 DATE AS OF CHANGE: 20230321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN REVIVAL ACQUISITION Corp CENTRAL INDEX KEY: 0001831964 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981566660 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92145 FILM NUMBER: 23750312 BUSINESS ADDRESS: STREET 1: 4001 KENNETT PIKE, SUITE 302 CITY: WILMIINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: (302) 338-9130 MAIL ADDRESS: STREET 1: 4001 KENNETT PIKE, SUITE 302 CITY: WILMIINGTON STATE: DE ZIP: 19807 FORMER COMPANY: FORMER CONFORMED NAME: Noble Rock Acquisition Corp DATE OF NAME CHANGE: 20201110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cubist Systematic Strategies, LLC CENTRAL INDEX KEY: 0001603465 IRS NUMBER: 364780832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-890-2000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 p23-1154sc13g.htm NORTHERN REVIVAL ACQUISITION CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Northern Revival Acquisition Corporation

(Name of Issuer)
 

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)
 

G6546R101**

(CUSIP Number)
 

March 16, 2023

(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 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.

**Represents CINS number for the ordinary shares.

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. G6546R10113GPage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

 

Cubist Systematic Strategies, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

142,549

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

142,549

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

142,549

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% (See Item 4)

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. G6546R10113GPage 3 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

 

Steven A. Cohen

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

142,549

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

142,549

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

142,549

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% (See Item 4)

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. G6546R10113GPage 4 of 6 Pages

 

 

Item 1(a). Name of Issuer.
  Northern Revival Acquisition Corporation

 

Item 1(b). Address of Issuer's Principal Executive Offices.
  4001 Kennett Pike, Suite 302
  Wilmington, DE 19807

 

Item 2(a). Name of Person Filing.
  This statement is filed by: (i) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to shares of Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), of the Issuer held by Cubist Core Investments, LLC, an investment fund it manages (“Cubist Core Investments”); and (ii) Steven A. Cohen (“Mr. Cohen”) with respect to shares of Class A Ordinary Shares beneficially owned by Cubist Systematic Strategies.
   
  Cubist Systematic Strategies and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

Item 2(b). Address of Principal Business Office.
  The address of the principal business office of (i) Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001.

 

Item 2(c). Place of Organization.
  Cubist Systematic Strategies is a Delaware limited liability company. Mr. Cohen is a United States citizen.

 

Item 2(d). Title of Class of Securities.
  Class A Ordinary Shares, par value $0.0001 per share

 

Item 2(e). CUSIP Number.
  G6546R101

 

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.
  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.  Such information is as of the close of business on March 20, 2023.
   
  Cubist Systematic Strategies and Mr. Cohen own directly no shares of Class A Ordinary Shares. Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by Cubist Core Investments. Mr. Cohen controls Cubist Systematic Strategies.  The filing of this statement should not be construed as an admission that any of the foregoing persons or any reporting person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Ordinary Shares reported herein.

 

CUSIP No. G6546R10113GPage 5 of 6 Pages

 

 

  The percentages set forth herein are calculated based upon 2,475,471 shares of Class A Ordinary Shares outstanding, which is the difference obtained by subtracting (i) 433,699 shares of Class A Ordinary Shares that were rendered for redemption disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2023, from (ii) the 2,909,170 shares of Class A Ordinary Shares outstanding as of February 28, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2023.   

 

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 5 percent of the class of securities, check the following [ ].

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
  Cubist Core Investments has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Ordinary Shares reported herein.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  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.
  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.

 

 

CUSIP No. G6546R10113GPage 6 of 6 Pages

 

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.

 

Date:  March 21, 2023  
  CUBIST SYSTEMATIC STRATEGIES, LLC
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   
   
  STEVEN A. COHEN
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person

 

 

 EX-99.1 2 p23-1154exhibit99.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

 

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:  March 21, 2023  
  CUBIST SYSTEMATIC STRATEGIES, LLC
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   
   
  STEVEN A. COHEN
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person