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Filing Details

Accession Number:: 0000905148-22-000279
Form Type:: 13G Filing
Publication Date:: 2022-02-13 19:00:00

Filed By:: Bpac Partners Llc
Company:: Bullpen Parlay Acquisition Co
Filing Date:: 2022-02-14
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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
BPAC Partners	5,548,750	5,548,750	5,548,750	19.4%
David VanEgmond	5,548,750	5,548,750	5,548,750	19.4%
Paul Martino	5,548,750	5,548,750	5,548,750	19.4%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Bullpen Parlay Acquisition Company

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1792A126**

(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 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).

** This CUSIP number is for the Issuer’s Units, each one of which consists of one Class A ordinary share and one-half of one redeemable warrant.

Continued on following pages

Page 1 of 9 Pages

Exhibit Index: Page 8

SCHEDULE 13G
CUSIP: G1792A126	Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS
	BPAC Partners 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
			5,548,750 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,548,750 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,548,750 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.4% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Consists of 5,548,750 Class B Ordinary Shares, which are automatically convertible into Class A Ordinary Shares 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.

(2)

Percentage is calculated based on a total of 23,000,000 Class A Ordinary Shares outstanding on December 7, 2021, as disclosed in the Issuer’s current report on Form 8-K filed on December 7, 2021 plus the 5,548,750 Class A Shares issuable upon conversion of the Class B Ordinary Shares held by the Reporting Person, which have been added to the total Class A Ordinary Shares outstanding in accordance with the provisions of Rule 13d-3 under the Act.

SCHEDULE 13G
CUSIP: G1792A126	Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS
	David VanEgmond

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
			5,548,750 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,548,750 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,548,750 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.4% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1)

(2)

SCHEDULE 13G
CUSIP: G1792A126	Page 4 of 9 Pages

1	NAMES OF REPORTING PERSONS
	Paul Martino

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
			5,548,750 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,548,750 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,548,750 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.4% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1)

(2)

SCHEDULE 13G
	Page 5 of 9 Pages

Item 1(a)

Name of Issuer

Bullpen Parlay Acquisition Company (the “Issuer”)

Item 1(b)

Address of the Issuer’s Principal Executive Offices

215 2nd Street, Floor 3

San Francisco, CA, 94105

Item 2(a)

Names of Persons Filing

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

BPAC Partners LLC,

(ii)

David VanEgmond, and

(iii)

Paul Martino.

This statement relates to Class A Ordinary Shares obtainable upon conversion of Class B Ordinary Shares held directly by BPAC Partners, LLC, the Issuer’s sponsor. Each of Mr. VanEgmond and Mr. Martino serve as co-manager of BPAC Partners LLC and, in such capacity, may be deemed to indirectly beneficially own the shares of Class A Ordinary Shares directly beneficially owned by BPAC Partners, LLC.

Item 2(b)

Address of the Principal Business Office, or if none, Residence

The address of each of the Reporting Persons is:

c/o Bullpen Parlay Acquisition Company

215 2nd Street, Floor 3

San Francisco, CA, 94105

Item 2(c)

Citizenship

BPAC Partners LLC is a Delaware limited liability company. Each of Mr. VanEgmond and Mr. Martino is a citizen of the United States of America.

Item 2(d)

Title of Class of Securities

Class A Ordinary Shares, par value $0.0001 per share

Item 2(e)

CUSIP Number

G1792A126 (This CUSIP number is for the Issuer’s Units, each one of which consists of one Class A ordinary share and one-half of one redeemable warrant.)

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:

Not Applicable.

SCHEDULE 13G
	Page 6 of 9 Pages

Item 4

Ownership

Item 4(a)

Amount Beneficially Owned:

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of 5,548,750 Class A Ordinary Shares. This amount consists of 5,548,750 Class B Ordinary Shares, which are automatically convertible into Class A Ordinary Shares 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.

Item 4(b)

Percent of Class:

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 19.4% of the Class A Ordinary Shares outstanding. This percentage is calculated based on a total of 23,000,000 Class A Ordinary Shares outstanding on December 7, 2021, as disclosed in the Issuer’s current report on Form 8-K filed on December 7, 2021 plus the 5,548,750 Class A Shares issuable upon conversion of the Class B Ordinary Shares held by the Reporting Person, which have been added to the total Class A Ordinary Shares outstanding in accordance with the provisions of Rule 13d-3 under the Act.

Item 4(c)

Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	5,548,750
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	5,548,750

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 or Control Person

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

SCHEDULE 13G
	Page 7 of 9 Pages

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.

Date: February 14, 2022

	BPAC PARTNERS LLC

	By:	/s/ David VanEgmond
	Name:	David VanEgmond
	Title:	Co-Manager

	DAVID VANEGMOND

	/s/ David VanEgmond

	PAUL MARTINO

	/s/ Paul Martino

SCHEDULE 13G
	Page 8 of 9 Pages

EXHIBIT INDEX

Ex.

Page No.


A	Joint Filing Agreement	9

SCHEDULE 13G
	Page 9 of 9 Pages

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A Ordinary Shares, $0.0001 par value per share, of Bullpen Parlay Acquisition Co, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.

	BPAC PARTNERS LLC

	By:	/s/ David VanEgmond
	Name:	David VanEgmond
	Title:	Co-Manager

	DAVID VANEGMOND

	/s/ David VanEgmond

	PAUL MARTINO

	/s/ Paul Martino