Filing Details

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Equity Distribution Acquisition Corp.

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(Name of Issuer)

Class A Common Stock

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(Title of Class of Securities)

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(CUSIP Number)

21 October 2020

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(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)

Continued on the following pages

Page 1 of 9 Pages

Exhibit Index: Page 7

(a)	Name of Issuer:  Equity Distribution Acquisition Corp.

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

Suite 600

Chicago, IL 60606

United States

(a)	Name of Person Filing:

i.

BlueCrest Capital Management Limited (the “Investment Manager”), which serves as investment manager to Millais Limited, a Cayman Islands exempted company (the “Fund”); and

ii.

Michael Platt (“Mr. Platt”), who serves as principal, director, and control person of the Investment Manager,

with respect to the Common Shares (as defined herein) held for the account of the Fund. Millais USA LLC acts as sub-investment manager of the Fund, and reports to the Investment Manager.

 

The Investment Manager and Mr. Platt are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)	Address of Principal Business Office or, if None, Residence:

(c)	Citizenship: The Investment Manager is a company organized under the laws of Jersey, Channel Islands, operating solely out of Jersey, Channel Islands. Mr. Platt is a citizen of the United Kingdom.

(d)	Title and Class of Securities: Class A Common Stock (the “Common Shares”)

(e)	CUSIP No.: 29465E205

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: N/A

(a), (b)

As of October 21, 2020, each of the Investment Manager and Mr. Platt may be deemed the beneficial owner of 2,350,000 Common Shares underlying units held for the account of the Fund. This amount excludes warrants to purchase Shares (“Warrants”) underlying units of the Issuer held by the Reporting Persons, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days. This amount equates to approximately 5.7% of the Common Shares outstanding. (The percentages used in this Schedule 13G are based upon 41,400,000 Common Shares reported to be outstanding in the Company’s Form 8-K  filed on September 24, 2020.)

(c)	Number of shares as to which such person has: The Investment Manager and Mr. Platt share the power to vote or direct the vote, and share the power to dispose or direct the disposition of the 2,350,000  Common Shares reported herein.

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 2,350,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 2,350,000

Item 6.

Ownership of more than Five Percent on Behalf of Another Person. See disclosure in Items 2 and 4 hereof. The Fund is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares covered by the Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. See disclosure in Item 2 hereof.

Item 8.

Identification and classification of members of the group. N/A

Item 9.

Notice of Dissolution of Group. N/A

Item 10.

Certifications. 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.

BLUECREST CAPITAL MANAGEMENT LIMITED

By:	/s/ Robert Heaselgrave

Robert Heaselgrave

By:	/s/ Steven Pariente

SCHEDULE 13G

 

KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the laws of Jersey, Channel Islands, and operating solely out of Jersey, Channel Islands, and each of the affiliates or entities advised or controlled by me or BlueCrest Capital Management Limited, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5; (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act; (3) any information statements on Form 13H required to be filed with the SEC pursuant to Section 13(h) of the Act.