0001104659-22-067148.txt : 20220601 0001104659-22-067148.hdr.sgml : 20220601 20220601163158 ACCESSION NUMBER: 0001104659-22-067148 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220601 DATE AS OF CHANGE: 20220601 GROUP MEMBERS: DAVID GALLERS GROUP MEMBERS: FOUNTAIN OPPORTUNITIES GP LLC GROUP MEMBERS: FOUNTAIN OPPORTUNITIES LP GROUP MEMBERS: MATTHEW SIMPSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kensington Capital Acquisition Corp. IV CENTRAL INDEX KEY: 0001899287 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981591811 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93595 FILM NUMBER: 22987832 BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD STREET 2: SUITE 301 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: (703) 674-6514 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD STREET 2: SUITE 301 CITY: WESTBURY STATE: NY ZIP: 11590 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wealthspring Capital LLC CENTRAL INDEX KEY: 0001844495 IRS NUMBER: 833701914 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 118 NORTH BEDFORD ROAD, SUITE 100 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 646-214-2092 MAIL ADDRESS: STREET 1: 118 NORTH BEDFORD ROAD, SUITE 100 CITY: MT. KISCO STATE: NY ZIP: 10549 SC 13G 1 tm2217334d1_sc13g.htm SC 13G

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Kensington Capital Acquisition Corp. IV

 

(Name of Issuer)

 

Class A ordinary shares, $0.0001 par value

 

(Title of Class of Securities)

 

G52519108

(CUSIP Number)

 

March 2, 2022

 

(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)
x 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 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. G52519108 13G Page 2 of 10

 

  1.

Names of Reporting Person:

Wealthspring Capital LLC

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b)   x
  3. SEC Use Only  
  4. Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 0
6. Shared Voting Power 1,794,465  
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,794,465

  9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,794,465  
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
  11.

Percent of Class Represented by Amount in Row (9)

7.8%

  12.

Type of Reporting Person (See Instructions)                                             IA; OO

 

 

 

 

CUSIP No. G52519108 13G Page 3 of 10

 

  1.

Names of Reporting Person:

Fountain Opportunities LP

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (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 341,747  
7. Sole Dispositive Power 0
8. Shared Dispositive Power 341,747

  9. Aggregate Amount Beneficially Owned by Each Reporting Person 341,747  
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
  11.

Percent of Class Represented by Amount in Row (9)

1.5%

  12.

Type of Reporting Person (See Instructions)                                            PN

 

 

 

 

CUSIP No. G52519108 13G Page 4 of 10

 

  1.

Names of Reporting Person:

Fountain Opportunities GP LLC

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (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 341,747  
7. Sole Dispositive Power 0
8. Shared Dispositive Power 341,747

  9. Aggregate Amount Beneficially Owned by Each Reporting Person 341,747  
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
  11.

Percent of Class Represented by Amount in Row (9)

1.5%

  12.

Type of Reporting Person (See Instructions)                                             OO

 

 

 

 

CUSIP No. G52519108 13G Page 5 of 10

 

  1.

Names of Reporting Person:

Matthew Simpson

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b)   x
  3. SEC Use Only  
  4. Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 0
6. Shared Voting Power 1,794,465  
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,794,465

  9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,794,465  
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
  11.

Percent of Class Represented by Amount in Row (9)

7.8%

  12.

Type of Reporting Person (See Instructions)                                             IN; IA; HC

 

 

 

 

CUSIP No. G52519108 13G Page 6 of 10

 

  1.

Names of Reporting Person:

David Gallers

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b)   x
  3. SEC Use Only  
  4. Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 0
6. Shared Voting Power 1,794,465  
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,794,465

  9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,794,465  
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
  11.

Percent of Class Represented by Amount in Row (9)

7.8%

  12.

Type of Reporting Person (See Instructions)                                             IN; IA; HC

 

 

 

 

CUSIP No. G52519108 13G Page 7 of 10

 

Item 1.

 

(a)Name of Issuer.

 

Kensington Capital Acquisition Corp. IV

 

(b)Address of Issuer’s Principal Executive Offices.

 

1400 Old Country Road, Suite 301

Westbury, NY 11590

 

Item 2.

 

(a)-(c)Name of Persons Filing, Address of Principal Business Office, Citizenship

 

This statement is being jointly filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”). The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other that the securities actually owned by such person (if any).

 

(i)Wealthspring Capital LLC, a New York limited liability company (“Wealthspring”);

 

(ii)Fountain Opportunities LP, a Delaware limited partnership (“Fountain”);

 

(iii)Fountain Opportunities GP LLC, a Delaware limited liability company (“Fountain GP”), which is the general partner of Fountain;

 

(iv)Matthew Simpson, who is a United States citizen, a managing member of Fountain GP, and a manager of Wealthspring; and

 

(v)David Gallers, who is a United States citizen, a managing member of Fountain GP, and a manager of Wealthspring.

 

The principal business address for each of these entities and for Messrs. Simpson and Gallers is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

 

(d)Title and class of securities covered by this statement:

 

Class A ordinary shares, $0.0001 par value

 

(e)CUSIP Number:

 

G52519108

 

Item 3.

 

Not applicable.

 

Item 4.Ownership

 

A.Wealthspring Capital LLC, Matthew Simpson and David Gallers

 

(a)Each of Wealthspring Capital LLC, Mr. Simpson and Mr. Gallers may be deemed to beneficially own 1,794,465 Class A ordinary shares.

 

 

 

 

CUSIP No. G52519108 13G Page 8 of 10

 

(b)The number of shares that each of Wealthspring Capital LLC, Mr. Simpson and Mr. Gallers may be deemed to beneficially own constitutes approximately 7.8% of the Class A ordinary shares outstanding.

 

(c)Number of shares as to which such person has

 

(i)Sole power to vote or direct the vote: 0

 

(ii)Shared power to vote or direct the vote: 1,794,465

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 1,794,465

 

B.Fountain Opportunities LP and Fountain Opportunities GP LLC

 

(a)Each of Fountain Opportunities LP and Fountain Opportunities GP LLC may be deemed to beneficially own 341,747 of Class A ordinary shares.

 

(b)The number of shares that each of Fountain Opportunities LP and Fountain Opportunities GP LLC may be deemed to beneficially own constitutes approximately 1.5% of the Class A ordinary shares outstanding.

 

(c)Number of shares as to which such person has

 

(i)Sole power to vote or direct the vote: 0

 

(ii)Shared power to vote or direct the vote: 341,747

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 341,747

 

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 5 Percent on Behalf of Another Person.

 

Wealthspring Capital LLC’s clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the securities reported on this statement. No one other person’s interest in the securities reported herein is more than 5%.

 

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

 

Not applicable.

 

Item 8.Identification and Classifications of Members of the Group

 

Not applicable.

 

 

 

 

CUSIP No. G52519108 13G Page 9 of 10

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

CUSIP No. G52519108 13G Page 10 of 10

 

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: June 1, 2022

 

 

Wealthspring Capital LLC     
      
By: /s/ Matthew Simpson    /s/ Matthew Simpson  
Name: Matthew Simpson    Matthew Simpson  
Its: Manager     
      
      
Fountain Opportunities LP     
By: Fountain Opportunities GP LLC, its general partner   
      
By: /s/ Matthew Simpson    /s/ David Gallers  
Name: Matthew Simpson    David Gallers  
Its: Managing Member     
      
      
Fountain Opportunities GP LLC     
      
By: /s/ Matthew Simpson     
Name: Matthew Simpson     
Its: Managing Member           

 

 

 

 

EXHBIT INDEX

 

Exhibit No. Description
99.1 Joint Filing Agreement, dated as of June 1, 2022 by and among Wealthspring Capital LLC, Fountain Opportunities LP, Fountain Opportunities GP LLC, Matthew Simpson and David Gallers.

 

 

 

EX-99.1 2 tm2217334d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the Class A ordinary shares of Kensington Capital Acquisition Corp. IV, and that this Agreement may be included as an Exhibit to such joint filing.

 

Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 1, 2022.

 

Wealthspring Capital LLC     
      
By: /s/ Matthew Simpson    /s/ Matthew Simpson  
Name: Matthew Simpson    Matthew Simpson  
Its: Manager     
      
      
Fountain Opportunities LP     
By: Fountain Opportunities GP LLC, its general partner   
      
By: /s/ Matthew Simpson    /s/ David Gallers  
Name: Matthew Simpson    David Gallers  
Its: Managing Member     
      
      
Fountain Opportunities GP LLC     
      
By: /s/ Matthew Simpson     
Name: Matthew Simpson     
Its: Managing Member