Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Alfi, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

00161P109

(CUSIP Number)

 

John M. Cook II

429 Lenox Avenue, Suite 547

Miami Beach, Florida 33139

(305) 395-4520

 

Copies to:

 

Andrew M. Tucker

Nelson Mullins Riley & Scarborough LLP

101 Constitution Avenue NW, Suite 900

Washington, DC 20001

Tel: (202) 689-2800

Fax: (202) 689-2860

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

 

May 6, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent. 

 

*	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 disclosures provided in a prior cover page.

 

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).

 

 

 

CUSIP No. 00161P109

13D

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1.		Names of Reporting Persons. John M. Cook II
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With		7.		Sole Voting Power 1,417,526 shares
		8.		Shared Voting Power 0
		9.		Sole Dispositive Power 1,417,526 shares
		10.		Shared Dispositive Power 0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,417,526 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 12.0% (1)
14.		Type of Reporting Person (See Instructions) IN

 

(1) Based on 11,795,493 shares of common stock issued and outstanding, which excludes the potential exercise by the underwriters in the Issuer’s initial public offering of their option to purchase an additional 559,701 shares of common stock of the Issuer, as set forth in the prospectus (the “Prospectus”) of Alfi, Inc. (No. 333-251959) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) on May 5, 2021.

 

 

CUSIP No. 00161P109

13D

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Item 1. Security and Issuer

 

This statement on Schedule 13D (this “Schedule”) relates to shares of common stock, $0.0001 par value per share (the “Common Stock”), of Alfi, Inc., a Delaware corporation (the “Issuer”). The address and principal office of the Issuer is 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139.

 

Item 2. Identity and Background.

 

(a) This Schedule 13D is being filed by John M. Cook II.

 

(b), (c) Mr. Cook is the Issuer’s Chief Business Development Officer. The address of Mr. Cook and the Issuer is 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139. Mr. Lee serves on the Issuer’s Board of Directors.

 

(d), (e) During the past five years, Mr. Cook has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

(f) Mr. Cook is a U.S. citizen.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

1,417,526 shares held of record by Mr. Cook were acquired from the Issuer in connection with the Issuer’s original formation. The shares were issued to Mr. Cook in exchange for capital contribution of $112.50.

 

Item 4. Purpose of the Transaction

 

Mr. Cook has no plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D except that, from time to time, Mr. Cook may acquire shares of Common Stock pursuant to equity awards granted to him by the Issuer or, for investment purposes, Mr. Cook may acquire or dispose of shares of Common Stock through open market transactions or otherwise, and may gift shares of Common Stock.

 

Item 5. Interest in Securities of the Issuer.

 

(a) - (b) Mr. Cook has the sole voting and dispositive power over 1,417,526 shares of Common Stock. The Common Stock over which Mr. Cook has sole voting and dispositive power represents 12.0% of the total shares of Common Stock outstanding.

 

The above calculations are based on 11,795,493 shares of Common Stock issued and outstanding, which excludes the potential exercise by the underwriters in the Issuer’s initial public offering of their option to purchase an additional 559,701 shares of Common Stock of the Issuer, as set forth in the prospectus (the “Prospectus”) of Alfi, Inc. (No. 333-251959) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) on May 5, 2021.

 

(c) - (e) N/A

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information set forth, or incorporated by reference, in Items 3, 4 and 5 is incorporated by reference to this Item 6. Except as otherwise described in this Schedule, Mr. Cook does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

 

CUSIP No. 00161P109

13D

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Item 7. Material to be Filed as Exhibits.

 

None.

 

 

[signature page follows]

 

 

CUSIP No. 00161P109

13D

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SIGNATURES

 

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.

 

Date: May 7, 2021

 

 

	/s/ John M. Cook II
	John M. Cook II