Filing Details

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.

Names of Reporting Persons

Auxo Capital Managers LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐  (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

11,942,000 (1)(2)

Sole Dispositive Power

0

Shared Dispositive Power

11,942,000 (1)(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,942,000 (1)(2)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 

☐

Percent of Class Represented by Amount in Row (9)

36.2% (3)

Type of Reporting Person (See Instructions)

OO

The securities are held directly by Auxo Capital Managers LLC. Richard H. Chin and Derek Edward Jensen are the managers of Auxo Capital Managers LLC and may have voting and dispositive power over the securities held directly by Auxo Capital Managers LLC. As such, Richard H. Chin, and Derek Edward Jensen may be deemed to have beneficial ownership over the securities held directly by Auxo Capital Managers LLC. This filing of this Statement shall not be construed as an admission that the Reporting Persons (as defined below) are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Represents 11,942,000 shares of Class A Ordinary Shares, par value $0.0001 per share (Class A Ordinary Shares) issuable in respect of (i) 3,870,464 Class B Ordinary Shares, par value $0.0001 per share (Class B Ordinary Shares), which are convertible one for one into Class A Ordinary Shares, (ii) 1,279,536 Class B Ordinary Shares, which is subject to redemption by the Issuer for no consideration in connection with the Issuers completion of its initial business combination, and (iii) 6,792,000 warrants to acquire an equivalent number of Class A Ordinary Shares (the Warrants).

Calculated based on (i) 20,960,000 Class A Ordinary Shares, and (ii) an additional 12,032,000 Class A Ordinary Shares issuable in respect of 5,240,000 Class B Ordinary Shares and 6,792,000 Warrants, each as outstanding as of November 16, 2023, as reported on the Issuers DEF 14A filed with the SEC on November 28, 2023.

Names of Reporting Persons

Richard H. Chin

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐  (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

11,942,000 (1)(2)

Sole Dispositive Power

0

Shared Dispositive Power

11,942,000 (1)(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,942,000 (1)(2)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)

36.2% (3)

Type of Reporting Person (See Instructions)

IN

The securities are held directly by Auxo Capital Managers LLC. Richard H. Chin and Derek Edward Jensen are the managers of Auxo Capital Managers LLC and may have voting and dispositive power over the securities held directly by Auxo Capital Managers LLC. As such, Richard H. Chin, and Derek Edward Jensen may be deemed to have beneficial ownership over the securities held directly by Auxo Capital Managers LLC. This filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Represents 11,942,000 shares of Class A Ordinary Shares issuable in respect of (i) 3,870,464 Class B Ordinary Shares, which are convertible one for one into Class A Ordinary Shares, (ii) 1,279,536 Class B Ordinary Shares, which is subject to redemption by the Issuer for no consideration in connection with the Issuers completion of its initial business combination, and (iii) 6,792,000 Warrants.

Calculated based on (i) 20,960,000 Class A Ordinary Shares, and (ii) an additional 12,032,000 Class A Ordinary Shares issuable in respect of 5,240,000 Class B Ordinary Shares and 6,792,000 Warrants, each as outstanding as of November 16, 2023, as reported on the Issuers DEF 14A filed with the SEC on November 28, 2023.

Names of Reporting Persons

Derek Edward Jensen

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐  (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

11,942,000 (1)(2)

Sole Dispositive Power

0

Shared Dispositive Power

11,942,000 (1)(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,942,000 (1)(2)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)

36.2% (3)

Type of Reporting Person (See Instructions)

IN

The securities are held directly by Auxo Capital Managers LLC. Richard H. Chin and Derek Edward Jensen are the managers of Auxo Capital Managers LLC and may have voting and dispositive power over the securities held directly by Auxo Capital Managers LLC. As such, Richard H. Chin, and Derek Edward Jensen may be deemed to have beneficial ownership over the securities held directly by Auxo Capital Managers LLC. This filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Represents 11,942,000 shares of Class A Ordinary Shares issuable in respect of (i) 3,870,464 Class B Ordinary Shares, which are convertible one for one into Class A Ordinary Shares, (ii) 1,279,536 Class B Ordinary Shares, which is subject to redemption by the Issuer for no consideration in connection with the Issuers completion of its initial business combination, and (iii) 6,792,000 Warrants.

Calculated based on (i) 20,960,000 Class A Ordinary Shares, and (ii) an additional 12,032,000 Class A Ordinary Shares issuable in respect of 5,240,000 Class B Ordinary Shares and 6,792,000 Warrants, each as outstanding as of November 16, 2023, as reported on the Issuers DEF 14A filed with the SEC on November 28, 2023.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Names of Persons Filing:

Auxo Capital Managers LLC

Richard H. Chin

Derek Edward Jensen

Address of the Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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):

Ownership.

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.