Filing Details
- Accession Number:
- 0001193125-22-031378
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-08 19:00:00
- Filed By:
- Arena Fortify Sponsor Llc
- Company:
- Arena Fortify Acquisition Corp.
- Filing Date:
- 2022-02-09
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Arena Fortify Sponsor | 0 | 7,951,000 | 0 | 7,951,000 | 7,951,000 | 31.6% |
| Kieran Goodwin | 0 | 7,951,000 | 0 | 7,951,000 | 7,951,000 | 31.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Arena Fortify Acquisition Corp.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
04005A104
(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 persons 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).
| 1. | Names of Reporting Persons
Arena Fortify 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
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,951,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,951,000 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,951,000(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
31.6%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 7,951,000 shares of Class A common stock (Class A Shares) issuable in respect of (i) 3,591,000 shares of Class B common stock (Class B Shares) convertible into Class A Shares at the option of the holder on a one-for-one basis and (ii) 4,360,000 warrants to purchase Class A Shares on a one-for-one basis (Private Placement Warrants). |
| (2) | Calculated based on (i) 17,250,000 Class A Shares outstanding as of December 21, 2021 as reported on the Issuers Form 10-Q, filed on December 22, 2021, and (ii) 7,951,000 Class A Shares issuable in respect of the Class B Shares and Private Placement Warrants. |
| 1. | Names of Reporting Persons
Kieran Goodwin | |||||
| 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
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,951,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,951,000 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,951,000(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
31.6%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents 7,951,000 shares of Class A common stock (Class A Shares) issuable in respect of (i) 3,591,000 shares of Class B common stock (Class B Shares) convertible into Class A Shares at the option of the holder on a one-for-one basis and (ii) 4,360,000 warrants to purchase Class A Shares on a one-for-one basis (Private Placement Warrants). |
| (2) | Calculated based on (i) 17,250,000 Class A Shares outstanding as of December 21, 2021 as reported on the Issuers Form 10-Q, filed on December 22, 2021, and (ii) 7,951,000 Class A Shares issuable in respect of the Class B Shares and Private Placement Warrants. |
| Item 1(a). | Name of Issuer |
The name of the issuer is Arena Fortify Acquisition Corp.
| Item 1(b). | Address of the Issuers Principal Executive Offices |
The Companys principal executive offices are located at 405 Lexington Avenue, 59th Floor, New York, New York 10174.
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:
| i. | Arena Fortify Sponsor LLC, a Delaware limited liability company (the Sponsor) |
| ii. | Kieran Goodwin |
| Item 2(b)/(c). | Citizenship & Address of the Principal Business Office, or if none, Residence: |
Arena Fortify Sponsor LLC
c/o: Arena Fortify Acquisition Corp.
405 Lexington Avenue, 59th Floor
New York, New York 10174
Citizenship: State of Delaware
Kieran Goodwin
c/o: Arena Fortify Acquisition Corp.
405 Lexington Avenue, 59th Floor
New York, New York 10174
Citizenship: U.S.
| Item 2(d). | Title of Class of Securities |
Class A common stock, par value $0.0001 per share
| Item 2(e). | CUSIP Number |
04005A104
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
| See responses to Item 9 on each cover page. |
| (b) | Percent of Class: |
| See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
| See responses to Item 5 on each cover page. |
| (ii) | Shared power to vote or to direct the vote: |
| See responses to Item 6 on each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: |
| See responses to Item 7 on each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: |
| See responses to Item 8 on each cover page. |
The reported securities are directly held by the Sponsor. Kieran Goodwin, as president and manager of the Sponsor, has voting and investment discretion with respect to the securities held by the Sponsor. Therefore, Kieran Goodwin may be deemed to have beneficial ownership of the reported securities. The filing of this Statement shall not be construed as an admission that either Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
| 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 Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
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.
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.
Dated: February 9, 2022
| ARENA FORTIFY SPONSOR LLC | ||
| By: | /s/ Kieran Goodwin | |
| Name: | Kieran Goodwin | |
| Title: | Manager | |
| KIERAN GOODWIN | ||
| /s/ Kieran Goodwin | ||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 9, 2022 |