UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Finnovate Acquisition Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G3R34K103
(CUSIP Number)
December 31, 2021
(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) | |
| ☐ | 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. G3R34K103 | 13G | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Finnovate Sponsor L.P. |
| 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
Israel |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER --- |
| 6 | SHARED VOTING POWER
4,237,500 (*) (**) | |
| 7 | SOLE DISPOSITIVE POWER
— | |
| 8 | SHARED DISPOSITIVE POWER
4,237,500 (*) (**) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,237,500 (*) (**) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.5% (*) (**) (***) |
| 12 | TYPE OF REPORTING PERSON (See instructions)
PN |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Does not include warrants to purchase 8,243,038 Class A ordinary shares that are not currently exercisable.
(***) Beneficial ownership percentage is calculated based on 21,712,500 Class A ordinary shares outstanding as of December 31, 2022 (which includes 4,312,500 Class A ordinary shares issuable upon conversion of an equivalent number of Class B ordinary shares).
| CUSIP No. G3R34K103 | 13G | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Finnovate Sponsor LLC |
| 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
Israel |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER --- |
| 6 | SHARED VOTING POWER
4,237,500 (*) (**) | |
| 7 | SOLE DISPOSITIVE POWER
— | |
| 8 | SHARED DISPOSITIVE POWER
4,237,500 (*) (**) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,237,500 (*) (**) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.5% (*) (**) (***) |
| 12 | TYPE OF REPORTING PERSON (See instructions)
OO |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Does not include warrants to purchase 8,243,038 Class A ordinary shares that are not currently exercisable.
(***) Beneficial ownership percentage is calculated based on 21,712,500 Class A ordinary shares outstanding as of December 31, 2022 (which includes 4,312,500 Class A ordinary shares issuable upon conversion of an equivalent number of Class B ordinary shares).
| CUSIP No. G3R34K103 | 13G | Page 4 of 8 Pages |
| Item 1. | (a) | Name of Issuer: |
| Finnovate Acquisition Corp. | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
The White House, 20 Genesis Close, George Town, Grand Cayman KY1 1208, Cayman Islands |
| Item 2. | (a) | Name of Person Filing: |
| Finnovate Sponsor L.P. | ||
| Finnovate Sponsor LLC | ||
| (b) | Address of Principal Business Office: | |
| Finnovate Sponsor L.P. – 1007 N. Orange St., 10th Floor, Wilmington, DE 19801 | ||
| Finnovate Sponsor LLC – 1007 N. Orange St., 10th Floor, Wilmington, DE 19801 | ||
| (c) Citizenship: | ||
| Finnovate Sponsor L.P. – Delaware | ||
| Finnovate Sponsor LLC – Delaware | ||
| (d) Title of Class of Securities: | ||
| Class A ordinary shares, par value $0.0001 per share | ||
| (e) | CUSIP Number: | |
| G3R34K103 | ||
| Item 3. | Not applicable. | |
| Item 4. | Ownership: | |
| (a) | Amount beneficially owned: | |
| See row 9 of cover page of each reporting person. |
| CUSIP No. G3R34K103 | 13G | Page 5 of 8 Pages |
| The Reporting Persons own shares of Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the Issuer’s completion of an initial business combination on a one-for-one basis, subject to adjustment as further described herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the Issuer’s initial public offering (“IPO”) and related to the closing of the initial business combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon the completion of the IPO plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the IPO (net of redemptions), excluding 150,000 Class A ordinary shares issued to the representative of the underwriters in the IPO (EarlyBirdCapital, Inc.) and its designees in a private placement prior to the IPO and any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private warrants issued to Finnovate Sponsor L.P. (“Finnovate Sponsor”), a partner or affiliate of Finnovate Sponsor, or any of the Issuer’s officers or directors. | ||
| The shares reported herein are held of record by Finnovate Sponsor, a Delaware limited partnership. Finnovate Sponsor LLC, a Delaware limited liability company that is wholly-owned by Mr. David Gershon (Chief Executive Officer of the Issuer), Mr. Ron Golan (Chief Financial Officer of the Issuer) and Mr. Uri Chaitchik (Senior Consultant to the Issuer), serves as the sole general partner of Finnovate Sponsor. Mr. Gershon, Mr. Golan and Mr. Chaitchik serve as the directors of the general partner, and make all investment and voting decisions by majority vote. The limited partnership interests of Finnovate Sponsor are held by various individuals and entities. Mr. Gershon, Mr. Golan and Mr. Chaitchik disclaim beneficial ownership of the securities held by Finnovate Sponsor other than to the extent of their direct or indirect pecuniary interest in such securities. Each of the Issuer’s officers, directors and director nominees are direct and indirect members of Finnovate Sponsor, or have direct or indirect economic interests in Finnovate Sponsor. | ||
| (b) | Percent of class: | |
| See row 11 of cover page of each reporting person | ||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | ||
| See row 5 of cover page of each reporting person | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See row 6 of cover page of each reporting person and note in Item 4(a) above | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See row 7 of cover page of each reporting person | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See row 8 of cover page of each reporting person and note in Item 4(a) above |
| CUSIP No. G3R34K103 | 13G | Page 6 of 8 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another: |
| Not applicable. | |
| 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: |
| Not applicable. |
| CUSIP No. G3R34K103 | 13G | Page 7 of 8 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.
| April 18, 2022 | ||
| Finnovate Sponsor L.P. | ||
| Through its General Partner, | ||
| Finnovate Sponsor LLC | ||
| /s/ Ron Golan | ||
| By: | Ron Golan | |
| Title: | Director | |
| Finnovate Sponsor LLC | ||
| /s/ David Gershon | ||
| By: | David Gershon | |
| Title: | Director | |
| CUSIP No. G3R34K103 | 13G | Page 8 of 8 Pages |
| EXHIBIT NO. | DESCRIPTION | |
| Exhibit 1 | Joint Filing Agreement by and among the Reporting Persons, dated as of April 18, 2022. | |
| Exhibit 2 | Resolution of the Board of Directors of Finnovate Sponsor LLC, effective as of April 17, 2022. |
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Finnovate Acquisition Corp.; each of them is responsible for the timely filing of such 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 accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
| April 18, 2022 | ||
| Finnovate Sponsor L.P. | ||
| Through its General Partner, | ||
| Finnovate Sponsor LLC | ||
| /s/ Ron Golan | ||
| By: | Ron Golan | |
| Title: | Director | |
| Finnovate Sponsor LLC | ||
| /s/ David Gershon | ||
| By: | David Gershon | |
| Title: | Director | |
Exhibit 2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
FINNOVATE SPONSOR LLC
Effective as of April 17, 2022
The undersigned, compromising all the members of the board of directors (the “Board”) of Finnovate Sponsor LLC, a Delaware limited liability company (the “Company”), hereby adopt this written resolution in lieu of a meeting and pursuant to the authority contained in the Delaware Limited Liability Company Act, and without the formality of convening a meeting, to the adoption of the following preambles and resolutions, to have the same force and effect as if duly adopted at a duly convened meeting of the board of directors of the Company:
WHEREAS, Finnovate Sponsor L.P., a limited partnership formed under the laws of the State of Delaware (the “Sponsor”) holds certain Class B ordinary shares (“Shares”) of Finnovate Acquisition Corp., a Cayman Islands exempted company (“Finnovate”)
WHEREAS, the Company is acting as the General Partner of the Sponsor;
WHEREAS, the Sponsor wishes to file any required forms with the Securities and Exchange Commission (“SEC”) according to the provisions of the Securities Exchange Act of 1934 (“Securities Exchange Act”);
NOW, THEREFORE, BE IT RESOLVED, that each of the Company’s officers and directors is authorized to prepare, execute, acknowledge, deliver and file (i) any Schedule 13D or Schedule 13G (including any amendments thereto) and/or (ii) any Form 3, Form 4 or Form 5 (including any amendment thereto) on behalf of the Company that is required with respect to the securities of Finnovate, with the SEC, any securities exchanges, as considered necessary or advisable under Section 13(d) and/or Section 16(a) of the Securities Exchange Act and the rules and regulations promulgated thereunder, as amended from time to time (“Section 13(d)” and “Section 16(a)”, respectively), with the right (a) to grant a power of attorney, with power of substitution, to act in his stead or (b) to otherwise name a designee in a manner permitted by Sections 13(d) and Section 16(a), with power of substitution, to act in his stead
IT IS FURTHER RESOLVED, that each of the Company’s officers and directors is authorized to seek or obtain, as the Company’s representative and on the Company’s behalf, information on transactions in the securities of Finnovate from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and perform any and all other acts which in his discretion are necessary or desirable for and on behalf of the Company in connection with the foregoing.
| 2 |
GENERAL AUTHORITY
BE IT RESOLVED, that each of the Company’s officers and directors be, and hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute and file (i) any Schedule 13D or Schedule 13G (including any amendments thereto) and/or (ii) any Form 3, Form 4 or Form 5 (including any amendment thereto) or cause to be executed and filed all such other documents, instruments and agreements, and to make such filings and submissions, in the name and on behalf of the Company, to incur and to pay all such fees and expenses and to engage as he shall in his judgment determine to be necessary, desirable or advisable to carry out fully the intent and purposes of the foregoing resolution and the execution by such officers or director of any such document, or the payment of any such expenses or the carrying out of any act by any officer or director of the Company in connection with the foregoing matters shall conclusively establish such officer or director’s authority therefor and the approval of the documents so executed, the expenses so paid, the filings so made and the actions so taken; and
BE IT FURTHER RESOLVED, that all the actions previously taken by any of the Company’s directors and officers in connection with the foregoing resolutions be, and they hereby are, adopted, ratified, confirmed and approved in all respects.
IN WITNESS WHEREOF, the undersigned has duly executed this written consent to be effective as of the date first written above.
| /s/ David Gershon | ||
| Name: | David Gershon | |
| Title: | Director | |
| /s/ Ron Golan | ||
| Name: | Ron Golan | |
| Title: | Director | |
| /s/ Uri Chaitchik | ||
| Name: | Uri Chaitchik | |
| Title: | Director | |
| 3 |
Exhibit A