Filing Details

*	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.

1	NAMES OF REPORTING PERSONS Third Point LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 1,389,499 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 1,389,499 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,389,499 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.90%
14	TYPE OF REPORTING PERSON (See Instructions) OO

1	NAMES OF REPORTING PERSONS Daniel S. Loeb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 1,389,499 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 1,389,499 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,389,499 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.90%
14	TYPE OF REPORTING PERSON (See Instructions) IN

 

Item 5. Interest in Securities of the Issuer.

(a) On the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 1,389,499 shares of Common Stock held by the Funds, including (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer) (such shares, the “Shares”). The Shares represent approximately 7.90% of the Issuer’s Common Stock outstanding. Calculations of the percentage of Common Stock beneficially owned assumes 17,592,475 (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer) shares of Common Stock outstanding as of December 31, 2023, as further described in the Issuer’s Registration Statement on Form S-1, as filed with the SEC on January 19, 2024.

(b) Each of the Reporting Persons shares voting and dispositive power over the Shares held directly by the Funds.

(c) Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the shares of Common Stock during the past sixty days, inclusive of any transactions effected through 4:30 p.m., New York City time, on February 13, 2024. The information contained in Item 6 is incorporated herein by reference.

(d) Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information contained in Items 3, 4 and 5 is incorporated by reference herein, as applicable.

Among other things, certain shares of Class A Common Stock held by the New Holders, will be entitled to registration rights pursuant to A&R Registration Rights Agreement, requiring the Issuer to register such securities for resale. Pursuant to the A&R Registration Rights Agreement, the New Holders holding at least a majority-in-interest of the then-outstanding number of registrable securities held by the New Holders will be entitled to, among other things, make a written demand for registration under the Securities Act of all or part of their shares of Class A Common Stock (a “Demand Registration”). Under no circumstances shall the Issuer be obligated to effect more than an aggregate of five registrations pursuant to a Demand Registration by the New Holders, with respect to any or all registrable securities held by such holders. In addition, the New Holders will be entitled to “piggy-back” registration rights to certain registration statements filed following the business combination. The Issuer will bear all of the expenses incurred in connection with the filing of any such registration statements.

Item 7. Material to Be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2024

INDEX TO EXHIBITS