☐
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☒
|
Rule 13d-1(d)
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* |
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.
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sculptor Acquisition Sponsor I
|
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
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|||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Cayman Islands
|
|
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|||
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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
|
|
|
||
5,650,000(1)
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|
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|||
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||||
7
|
SOLE DISPOSITIVE POWER
|
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||
0 |
|
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|||
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|
||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
5,650,000(1)
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|||
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||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,650,000(1)
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|
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|||
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||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.65%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
OO
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|||
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1 |
Represents 5,650,000 shares of Class A ordinary shares of Sculptor Acquisition Corp I (the “Issuer”), par value $0.0001 per share (“Class A Ordinary Shares”), issuable upon conversion of 5,650,000 Class B ordinary shares of
the Issuer, par value $0.0001 per share (“Class B Ordinary Shares”), owned by Sculptor Acquisition Sponsor I (the “Sponsor”). The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of
the Issuer’s initial business combination, or earlier at the option of the holder, as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-260302). The Sponsor is the
record holder of the shares reported. The Sponsor is controlled by Sculptor Capital LP. Sculptor Capital Holding Corporation is the general partner of Sculptor Capital LP and controls Sculptor Capital LP. Sculptor Capital Holding Corporation
is a wholly owned subsidiary of Sculptor Capital Management, Inc. (“Sculptor”) and is controlled by Sculptor. As such, Sculptor Capital LP, Sculptor Capital Holding Corporation, and Sculptor may be deemed to be the beneficial owners of
the Class B Ordinary Shares held directly by the Sponsor.
|
2 |
The calculation assumes that there is a total of 28,750,000 Class A Ordinary Shares outstanding, which is the sum of (i) 23,000,000 shares of Class A Ordinary Shares outstanding upon completion of the Issuer’s
initial public offering and exercise of the underwriter’s over-allotment option, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021 and (ii) 5,750,000 shares of Class
A Ordinary Shares issuable upon the conversion of 5,750,000 shares of Class B Ordinary Shares.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sculptor Capital LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
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||
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|
|||
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|
||||
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
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
19.65%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
1 |
Represents 5,650,000 shares of Class A Ordinary Shares of the Issuer issuable upon conversion of 5,650,000 Class B Ordinary Shares of the Issuer owned by the Sponsor. The Class B Ordinary Shares will automatically convert into Class A
Ordinary Shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No.
333-260302). The Sponsor is the record holder of the shares reported. The Sponsor is controlled by Sculptor Capital LP. Sculptor Capital Holding Corporation is the general partner of Sculptor Capital LP and controls Sculptor Capital LP.
Sculptor Capital Holding Corporation is a wholly owned subsidiary of Sculptor and is controlled by Sculptor. As such, Sculptor Capital LP, Sculptor Capital Holding Corporation, and Sculptor may be deemed to be the beneficial owners of the
Class B Ordinary Shares held directly by the Sponsor.
|
2 |
The calculation assumes that there is a total of 28,750,000 Class A Ordinary Shares outstanding, which is the sum of (i) 23,000,000 shares of Class A Ordinary Shares outstanding upon completion of the Issuer’s
initial public offering and exercise of the underwriter’s over-allotment option, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021 and (ii) 5,750,000 shares of Class
A Ordinary Shares issuable upon the conversion of 5,750,000 shares of Class B Ordinary Shares.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sculptor Capital Holding Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
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
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
19.65%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1 |
Represents 5,650,000 shares of Class A Ordinary Shares of the Issuer issuable upon conversion of 5,650,000 Class B Ordinary Shares of the Issuer owned by the Sponsor. The Class B Ordinary Shares will automatically convert into Class A
Ordinary Shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No.
333-260302). The Sponsor is the record holder of the shares reported. The Sponsor is controlled by Sculptor Capital LP. Sculptor Capital Holding Corporation is the general partner of Sculptor Capital LP and controls Sculptor Capital LP.
Sculptor Capital Holding Corporation is a wholly owned subsidiary of Sculptor and is controlled by Sculptor. As such, Sculptor Capital LP, Sculptor Capital Holding Corporation, and Sculptor may be deemed to be the beneficial owners of the
Class B Ordinary Shares held directly by the Sponsor.
|
2 |
The calculation assumes that there is a total of 28,750,000 Class A Ordinary Shares outstanding, which is the sum of (i) 23,000,000 shares of Class A Ordinary Shares outstanding upon completion of the Issuer’s
initial public offering and exercise of the underwriter’s over-allotment option, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021 and (ii) 5,750,000 shares of Class
A Ordinary Shares issuable upon the conversion of 5,750,000 shares of Class B Ordinary Shares.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sculptor Capital Management, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
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
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,650,000(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
19.65%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1 |
Represents 5,650,000 shares of Class A Ordinary Shares of the Issuer issuable upon conversion of 5,650,000 Class B Ordinary Shares of the Issuer owned by the Sponsor. The Class B Ordinary Shares will automatically convert into Class A
Ordinary Shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No.
333-260302). The Sponsor is the record holder of the shares reported. The Sponsor is controlled by Sculptor Capital LP. Sculptor Capital Holding Corporation is the general partner of Sculptor Capital LP and controls Sculptor Capital LP.
Sculptor Capital Holding Corporation is a wholly owned subsidiary of Sculptor and is controlled by Sculptor. As such, Sculptor Capital LP, Sculptor Capital Holding Corporation, and Sculptor may be deemed to be the beneficial owners of the
Class B Ordinary Shares held directly by the Sponsor.
|
2 |
The calculation assumes that there is a total of 28,750,000 Class A Ordinary Shares outstanding, which is the sum of (i) 23,000,000 shares of Class A Ordinary Shares outstanding upon completion of the Issuer’s
initial public offering and exercise of the underwriter’s over-allotment option, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021 and (ii) 5,750,000 shares of Class
A Ordinary Shares issuable upon the conversion of 5,750,000 shares of Class B Ordinary Shares.
|
(a)
|
Name of Issuer
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
(a)
|
Name of Person Filing
|
• |
Sculptor Acquisition Sponsor I (the “Sponsor”);
|
• |
Sculptor Capital LP;
|
• |
Sculptor Capital Holding Corporation; and
|
• |
Sculptor Capital Management, Inc. (“Sculptor”).
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
(c)
|
Citizenship
|
(d)
|
Title of Class of Securities
|
(e)
|
CUSIP Number
|
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:
|
Item 4.
|
Ownership
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Control Person
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certification
|
SCULPTOR ACQUISITION SPONSOR I
|
||
By:
|
/s/ Wayne Cohen
|
|
Name: Wayne Cohen
Title: Authorized Signatory
|
SCULPTOR CAPITAL LP
|
||
By:
|
/s/ Wayne Cohen
|
|
Name: Wayne Cohen
Title: President and Chief Operating Officer
|
SCULPTOR CAPITAL HOLDING CORPORATION
|
||
By:
|
/s/ Wayne Cohen
|
|
Name: Wayne Cohen
Title: President and Chief Operating Officer
|
SCULPTOR CAPITAL MANAGEMENT, INC.
|
||
By:
|
/s/ Wayne Cohen
|
|
Name: Wayne Cohen
Title: President and Chief Operating Officer
|