Filing Details
- Accession Number:
- 0000905148-21-000621
- Form Type:
- 13G Filing
- Publication Date:
- 2021-08-29 20:00:00
- Filed By:
- Light Street Capital
- Company:
- Waverley Capital Acquisition Corp. 1
- Filing Date:
- 2021-08-30
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| LIGHT STREET CAPITAL MANAGEMENT | 0 | 1,980,000 | 0 | 1,980,000 | 1,980,000 | 9.9% |
| GLEN THOMAS KACHER | 0 | 1,980,000 | 0 | 1,980,000 | 1,980,000 | 9.9% |
| LIGHT STREET MERCURY MASTER FUND | 0 | 1,980,000 | 0 | 1,980,000 | 1,980,000 | 9.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Waverley Capital Acquisition Corp. 1
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G06536125**
(CUSIP Number)
August 24, 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)
[X] 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.
** This CUSIP number is for the Issuer’s Units, each one of which includes the right to acquire one share of the Issuer’s Class A Ordinary
Shares.
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).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
| 1 | NAMES OF REPORTING PERSONS | | | ||
| LIGHT STREET CAPITAL MANAGEMENT, LLC | | | |||
| | | ||||
| 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 | | | ||
| 1,980,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,980,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,980,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 9.9% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA, OO | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GLEN THOMAS KACHER | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a)☐ | | | |||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 1,980,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,980,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,980,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 9.9% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| LIGHT STREET MERCURY MASTER FUND, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a)☐ | | | |||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 1,980,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,980,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,980,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 9.9% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO, PN | | | |||
| | | ||||
| Item 1(a). | Name of Issuer: |
Waverley Capital Acquisition Corp. 1 (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
535 Ramona Street, Suite #8, Palo Alto, California 94301.
| Item 2(a). | Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| i) | Light Street Capital Management, LLC (“LSCM”); |
| ii) | Glen Thomas Kacher (“Mr. Kacher”); and |
| iii) | Light Street Mercury Master Fund, L.P. (“Mercury”). |
This Statement relates to Shares (as defined herein), held for the account of Mercury, an exempted limited partnership
in the Cayman Islands. LSCM serves as investment adviser and general partner to Mercury and, in such capacities, exercises voting and investment power over the Shares held in the account for Mercury. Mr. Kacher is the Chief Investment Officer of
LSCM.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 525 University Avenue, Suite 300, Palo
Alto, CA 94301.
| Item 2(c). | Citizenship: |
| i) | LSCM is a limited liability company incorporated in Delaware; |
| ii) | Mr. Kacher is a citizen of the United States of America; and |
| iii) | Mercury is an exempted limited partnership in the Cayman Islands. |
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.0001 per share (the “Shares”).
| Item 2(e). | CUSIP Number: |
G06536125 (This CUSIP number is for the Issuer’s Units, each one of which includes the right to acquire one Share.)
| 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: |
This Item 3 is not applicable.
| Item 4. | Ownership: |
| Item 4(a). | Amount Beneficially Owned: |
As of August 30, 2021, each of the Reporting Persons may be deemed the beneficial owner of
1,980,000 Shares. This amount excludes the warrants to purchase Shares (“Warrants”) underlying the Units of the Issuer held directly by the Reporting Persons, because the Reporting Persons do not have the right to acquire the Shares underlying
the Warrants within 60 days.
| Item 4(b). | Percent of Class: |
As of August 30, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.9% of Shares
outstanding. (This percentage is based upon 20,000,000 Shares outstanding as of the closing of the Issuer’s initial public offering on August 24, 2021, as reported in the Issuer’s Prospectus on Form 424B4 dated August 19, 2021 and confirmed in
the current report on Form 8-K dated August 25, 2021.)
| Item 4(c). | Number of Shares as to which such person has: |
| LSCM, Mr. Kacher
and Mercury: | ||||
| (i) Sole power to vote or direct the vote: | 0 | |||
| (ii) Shared power to vote or direct the vote: | 1,980,000 | |||
| (iii) Sole power to dispose or direct the disposition of: | 0 | |||
| (iv) Shared power to dispose or direct the disposition of: | 1,980,000 | |||
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See disclosure in Items 2 and 4 hereof.
| 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: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
| Item 10. | Certification: |
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.
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.
| | Light Street Capital Management, LLC | | |
| | By: | /s/ Theo J. Robins | |
| | | Theo J. Robins | |
| | | Chief Compliance Officer | |
| | | | |
| | Glen Thomas Kacher | | |
| | By: | /s/ Glen Thomas Kacher | |
| | Light Street Mercury Master Fund, L.P. | | |
| | By: | Light Street Capital Management, LLC | |
| | By: | /s/ Theo J. Robins | |
| | | Theo J. Robins | |
| | | Chief Compliance Officer | |
August 30, 2021
EXHIBIT INDEX
| Ex. | | Page No. | ||
| | | | ||
| A | Joint Filing Agreement | 10 | ||
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of
Waverley Capital Acquisition Corp. 1 dated as of August 30, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with
the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| | Light Street Capital Management, LLC | | |
| | By: | /s/ Theo J. Robins | |
| | | Theo J. Robins | |
| | | Chief Compliance Officer | |
| | | | |
| | Glen Thomas Kacher | | |
| | By: | /s/ Glen Thomas Kacher | |
| | Light Street Mercury Master Fund, L.P. | | |
| | By: | Light Street Capital Management, LLC | |
| | By: | /s/ Theo J. Robins | |
| | | Theo J. Robins | |
| | | Chief Compliance Officer | |
August 30, 2021