Filing Details
- Accession Number:
- 0001193125-22-036938
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Arctos Northstar Acquisition Holdings, Llc
- Company:
- Arctos Northstar Acquisition Corp.
- Filing Date:
- 2022-02-11
- 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 |
|---|---|---|---|---|---|---|
| Arctos NorthStar Acquisition Holdings | 0 | 22,731,250 | 0 | 22,731,250 | 22,731,250 | 41.8% |
| David O 146 Connor | 0 | 22,731,250 | 0 | 22,731,250 | 22,731,250 | 41.8% |
| Ian Charles | 0 | 22,731,250 | 0 | 22,731,250 | 22,731,250 | 41.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Arctos NorthStar Acquisition Corp.
(Name of Issuer)
Class A ordinary shares, par value $ 0.0001 per share
(Title of Class of Securities)
G0477L100
(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
Arctos NorthStar Acquisition Holdings, 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
22,731,250(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,731,250(1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,731,250(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
41.8%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 22,731,250 Class A ordinary shares acquirable in respect of (i) 7,806,250 Class B ordinary shares, par value $0.0001 per share (Class B Shares), convertible one-for-one into the Issuers Class A ordinary shares at the time of the Issuers initial business combination or at the option of the holder, (ii) 5,550,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (Private Placement Warrants), commencing 30 days after completion of the Issuers initial business combination, and (iii) 7,500,000 Forward Purchase Units to be acquired by the Reporting Person at the time of the Issuers initial business combination (Forward Purchase Units), which units represent 7,500,000 Class A ordinary shares and 1,875,000 warrants to acquire Class A ordinary shares. |
| (2) | Calculated based on (i) 31,625,000 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuers Form 10-Q, filed on November 15, 2021 and (ii) 22,731,250 Class A ordinary shares issuable in connection with the 7,806,250 Class B Shares, 5,550,000 Private Placement Warrants and 7,500,000 Forward Purchase Units. |
| 1. | Names of Reporting Persons
David OConnor | |||||
| 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 | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,731,250(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,731,250(1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,731,250(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
41.8%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents 22,731,250 Class A ordinary shares acquirable in respect of (i) 7,806,250 Class B ordinary shares, par value $0.0001 per share (Class B Shares), convertible one-for-one into the Issuers Class A ordinary shares at the time of the Issuers initial business combination or at the option of the holder, (ii) 5,550,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (Private Placement Warrants), commencing 30 days after completion of the Issuers initial business combination, and (iii) 7,500,000 Forward Purchase Units to be acquired by the Reporting Person at the time of the Issuers initial business combination (Forward Purchase Units), which units represent 7,500,000 Class A ordinary shares and 1,875,000 warrants to acquire Class A ordinary shares. |
| (2) | Calculated based on (i) 31,625,000 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuers Form 10-Q, filed on November 15, 2021, and (ii) 22,731,250 Class A ordinary shares issuable in connection with the 7,806,250 Class B Shares, 5,550,000 Private Placement Warrants and 7,500,000 Forward Purchase Units. |
| 1. | Names of Reporting Persons
Ian Charles | |||||
| 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 | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,731,250(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,731,250(1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,731,250(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
41.8%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents 22,731,250 Class A ordinary shares acquirable in respect of (i) 7,806,250 Class B ordinary shares, par value $0.0001 per share (Class B Shares), convertible one-for-one into the Issuers Class A ordinary shares at the time of the Issuers initial business combination or at the option of the holder, (ii) 5,550,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (Private Placement Warrants), commencing 30 days after completion of the Issuers initial business combination, and (iii) 7,500,000 Forward Purchase Units to be acquired by the Reporting Person at the time of the Issuers initial business combination (Forward Purchase Units), which units represent 7,500,000 Class A ordinary shares and 1,875,000 warrants to acquire Class A ordinary shares. |
| (2) | Calculated based on (i) 31,625,000 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuers Form 10-Q, filed on November 15, 2021, and (ii) 22,731,250 Class A ordinary shares issuable in connection with the 7,806,250 Class B Shares, 5,550,000 Private Placement Warrants and 7,500,000 Forward Purchase Units. |
| Item 1(a). | Name of Issuer |
Arctos NorthStar Acquisition Corp.
| Item 1(b). | Address of the Issuers Principal Executive Offices |
2021 McKinney Avenue, Suite 200
Dallas, TX 75201
| 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) | Arctos NorthStar Acquisition Holdings, LLC |
| (ii) | David OConnor |
| (iii) | Ian Charles |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| 2021 | McKinney Avenue, Suite 200 |
| Dallas, | TX 75201 |
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
| Class | A ordinary shares, par value $ 0.0001 per share. |
| Item 2(e). | CUSIP Number |
| G0477L100 |
| 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 securities reported herein are held directly by the Arctos NorthStar Acquisition Holdings, LLC (Sponsor). David OConnor and Ian Charles have voting and investment discretion with respect to securities held by the Sponsor and therefore may be deemed to have shared beneficial ownership of the reported securities. This Statement shall not be construed as an admission that any of the Reporting Persons is 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 11, 2022
| Arctos NorthStar Acquisition Holdings, LLC |
| /s/ John Vedro |
| Name: John Vedro |
| Title: Chief Financial Officer |
| /s/ John Vedro as Attorney-in-Fact for David OConnor |
| Name: David OConnor |
| Title: John Vedro as Attorney-in-Fact |
| /s/ John Vedro as Attorney-in-Fact for Ian Charles |
| Name: Ian Charles |
| Title: John Vedro as Attorney-in-Fact |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 11, 2022 | |
| Exhibit B | Power of Attorney of David OConnor | |
| Exhibit C | Power of Attorney of Ian Charles | |