Filing Details

Accession Number:
0001193125-22-096325
Form Type:
13G Filing
Publication Date:
2022-04-04 20:00:00
Filed By:
Argus Sponsor Llc
Company:
Argus Capital Corp.
Filing Date:
2022-04-05
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
Argus Sponsor 7,618,750 0 7,618,750 0 7,618,750 20.0%
Joseph R. Ianniello 7,618,750 0 7,618,750 0 7,618,750 20.0%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No.    )*

Under the Securities Exchange Act of 1934

 

 

Argus Capital Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

04026L105

(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 13G 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 the disclosures provided in a prior cover page.

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).

 

 

 


CUSIP No. 04026L105    SCHEDULE 13G    Page 2 of 7 Pages

 

  1    

  NAME OF REPORTING PERSON

 

  Argus 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

 

  7,618,750 (1)

   6  

  SHARED VOTING POWER

 

  0

   7  

  SOLE DISPOSITIVE POWER

 

  7,618,750 (1)

   8  

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  7,618,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

  20.0% (2)

12  

  TYPE OF REPORTING PERSON (See Instructions)

 

  OO (Delaware limited liability company)

 

(1)

Reflects 7,618,750 shares of Class A common stock of Argus Capital Corp. (the Issuer), par value $0.0001 per share (Class A Common Stock), issuable upon conversion of 7,618,750 shares of Class B common stock of the Issuer, par value $0.0001 per share (Class B Common Stock). The Class B Common Stock will automatically convert into Class A Common Stock concurrently with or immediately following the consummation of the Issuers initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. Argus Sponsor LLC (the Sponsor) is the record holder of the shares reported herein. Joseph R. Ianniello, the Sponsors managing member, has voting and investment discretion with respect to the shares reported herein and is deemed to have beneficial ownership of the shares held by the Sponsor. Mr. Ianniello disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(2)

Based upon 7,618,750 shares of Class B Common Stock and 30,475,000 shares of Class A Common Stock reported to be outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 10-K/A for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 1, 2022.


CUSIP No. 04026L105    SCHEDULE 13G    Page 3 of 7 Pages

 

  1    

  NAME OF REPORTING PERSON

 

  Joseph R. Ianniello

  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

 

  7,618,750 (3)

   6  

  SHARED VOTING POWER

 

  0

   7  

  SOLE DISPOSITIVE POWER

 

  7,618,750 (3)

   8  

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  7,618,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

  20.0% (4)

12  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN

 

(3)

Reflects 7,618,750 shares of Class A Common Stock issuable upon conversion of 7,618,750 shares of Class B Common Stock. The Class B Common Stock will automatically convert into Class A Common Stock concurrently with or immediately following the consummation of the Issuers initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Sponsor is the record holder of the shares reported herein. Joseph R. Ianniello, the Sponsors managing member, has voting and investment discretion with respect to the shares reported herein and is deemed to have beneficial ownership of the shares held by the Sponsor. Mr. Ianniello disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(4)

Based upon 7,618,750 shares of Class B Common Stock and 30,475,000 shares of Class A Common Stock reported to be outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 10-K/A for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 1, 2022.


CUSIP No. 04026L105    SCHEDULE 13G    Page 4 of 7 Pages

 

Item 1.

 

  (a)

Name of Issuer:

Argus Capital Corp.

 

  (b)

Address of Issuers Principal Executive Offices:

3 Columbus Circle, 24th Floor, New York, NY 10019

 

Item 2.

 

  (a)

Names of Persons Filing:

This Schedule 13G is being filed by each of the following persons (each, a Reporting Person and together, the Reporting Persons):

 

  (i)

Argus Sponsor LLC (the Sponsor)

 

  (ii)

Joseph R. Ianniello

 

  (b)

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

The principal business address of each of the Reporting Persons is 3 Columbus Circle, 24th Floor, New York, NY 10019.

 

  (c)

Citizenship:

Please refer to Row 4 on the cover sheet for each Reporting Person.

 

  (d)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share

 

  (e)

CUSIP Number:

04026L105

 

Item 3.

Not Applicable.

 

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 7,618,750 shares of Class B Common Stock, representing 20% of the total shares of Class A Common Stock issued and outstanding and assuming the conversion of all outstanding shares of Class B Common Stock. The Class B Common Stock will automatically convert into Class A Common Stock concurrently with or immediately following the consummation of the Issuers initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights, as more fully described under the heading Description of Securities Founder Shares in the Issuers registration statement on Form S-1 (File Nos. 333-258090 and 333-259705).


CUSIP No. 04026L105    SCHEDULE 13G    Page 5 of 7 Pages

 

The percentage of the Class B Common Stock held by the Reporting Persons is based on 30,475,000 shares of Class A Common Stock issued and outstanding as of December 31, 2021 as reported in the Issuers Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 1, 2022 and assuming the conversion of all outstanding shares of Class B Common Stock.

The Sponsor is the record holder of the shares reported herein. Joseph R. Ianniello is the managing member of the Sponsor. Consequently, Mr. Ianniello may be deemed the beneficial owner of the shares held by the Sponsor and have voting and dispositive control over such shares.

The holdings described herein exclude 9,626,667 shares of Class A Common Stock issuable upon the exercise of 9,626,667 private placement warrants held directly by the Sponsor. Each warrant is exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable 30 days after the completion of the Issuers initial business combination and expires five years after the completion of the Issuers initial business combination or earlier upon redemption or liquidation.

 

  (a)

Amount beneficially owned: See the responses to Row 9 on the attached cover pages.

 

  (b)

Percent of class: See the responses to Row 11 on the attached cover pages.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or direct the vote: See the responses to Row 5 on the attached cover pages.

 

  (ii)

Shared power to vote or direct the vote: See the responses to Row 6 on the attached cover pages.

 

  (iii)

Sole power to dispose or direct the disposition of: See the responses to Row 7 on the attached cover pages.

 

  (iv)

Shared power to dispose or direct the disposition of: See the responses to Row 8 on the attached cover pages.

 

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.


CUSIP No. 04026L105    SCHEDULE 13G    Page 6 of 7 Pages

 

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.

Dated: April 5, 2022

 

Argus Sponsor LLC
By:  

/s/ Joseph R. Ianniello

  Name: Joseph R. Ianniello
  Title: Managing Member

/s/ Joseph R. Ianniello

Joseph R. Ianniello

CUSIP No. 04026L105    SCHEDULE 13G    Page 7 of 7 Pages

 

EXHIBIT INDEX

The following exhibits are filed herewith as part of this Schedule 13G:

 

Exhibit
Number

  

Title

99.1    Joint Filing Agreement