Filing Details

Hound Partners, LLC

101 Park Avenue, 48^th Floor

New York, New York 10178

Telephone- (212) 984-2500

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The information required on 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).

2,020,000

This Schedule 13D is being filed jointly by (i) Hound Partners, LLC (“Hound”), a Delaware limited liability company, (ii) Hound Partners Offshore Fund, LP (the “Fund”), a Cayman Islands limited partnership, (iii) Hound Performance, LLC (the “General Partner”), a Delaware limited liability company and (iv) Jonathan Auerbach, a United States citizen (collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 101 Park Avenue, 48^th Floor, New York, New York 10178.

The Fund is a private investment fund. Hound is the investment manager of the Fund and other clients. The General Partner is the general partner of the Fund. Jonathan Auerbach ultimately owns and controls Hound and the General Partner.

The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of the Fund and a separately managed account that are managed by Hound and are the direct owners of a portion of the Shares (the “Hound Clients”).

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The Reporting Persons hold their Shares of the Issuer for investment purposes. Jonathan Auerbach serves on the Issuer’s board of directors. The Reporting Persons intend to communicate, directly or through intermediaries, with members of the Issuer’s management and other members of the board of directors, concerning matters relating to the business and affairs of the Issuer. These discussions may include assisting and engaging with the Issuer on a review of its strategic activities and the pursuit of effecting a business combination with one or more businesses.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation but subject to applicable legal, regulatory and contractual restrictions, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

As of the date hereof (i) Hound may be deemed to be the beneficial owner of 2,000,000 Shares, constituting 9.1% of the Shares in the aggregate, (ii) the Fund and the General Partner may be deemed to be the beneficial owner of 1,720,200 Shares, constituting 7.8% of the Shares in the aggregate and (iii) Jonathan Auerbach may be deemed to be the beneficial owner of 2,020,000 Shares, consisting of 2,000,000 Shares and 20,000 Shares issuable upon the conversion of Class B common stock, par value $0.0001 per share (the “Class B Shares”), which will automatically convert into Shares of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date, constituting 9.2% of the Shares in the aggregate, in each case based upon 22,047,293 Units outstanding as of April 2, 2021, as provided by the Issuer, wherein each Unit consists of one share of the Issuer’s Shares, and one-half of one warrant.

Hound has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,000,000 Shares. Each of the Fund and the General Partner has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 1,720,200 Shares. Jonathan Auerbach has the sole power to vote or direct the vote of 20,000 Shares and the shared power to vote or direct the vote of 2,000,000 Shares.

Hound has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,000,000 Shares. Each of the Fund and the General Partner has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 1,720,200 Shares. Jonathan Auerbach has the sole power to dispose or direct the disposition of 20,000 Shares and the shared power to dispose or direct the disposition of 2,000,000 Shares.

The Fund acquired 1,720,200 Shares in the Issuer’s initial public offering on March 23, 2021 at a price of $10 per share. Another Hound client acquired 279,800 Shares in the Issuer’s initial public offering on March 23, 2021 at a price of $10 per share. On February 7, 2021, the Sponsor (as defined below) transferred 20,000 Class B Shares to Jonathan Auerbach in connection with Jonathan Auerbach’s service as a director of the Issuer. There have been no other transactions by the Reporting Persons in the Shares during the past sixty days.

The aforementioned Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares.

The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

The Hound Clients hold 2,000,000 Units of the Issuer, each consisting of one Share, and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Share at an exercise price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the Issuer’s initial business combination, and will expire five years after the completion of such initial business combination or earlier upon the occurrence of certain events.

In connection with Jonathan Auerbach’s appointment to the board of directors of the Issuer, Mr. Auerbach holds direct ownership of 20,000 Class B Shares.

Glass Houses Sponsor LLC, a Delaware limited liability company (the "Sponsor"), is the direct owner of 5,511,823 shares of Class B Shares. Jonathan Auerbach has a minority interest in the Sponsor, and does not have voting or dispositive power over the securities held by the Sponsor.