Statement of Beneficial Ownership (sc 13d)
31 12월 2022 - 6:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Pioneer Merger Corp.
(Name
of Issuer)
Class A ordinary shares, $0.0001 par value
(Title of Class of Securities)
G7S24C103
(CUSIP Number)
Jacob Ma-Weaver
Cable Car Capital LLC
2261 Market Street #4307
San Francisco, California 94114
(415) 857-1965
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 20, 2022
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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).
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1 |
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NAME OF REPORTING PERSON |
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Funicular Funds, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,516,534 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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2,516,534 |
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10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,516,534 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.3% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Jacob Ma-Weaver |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,516,534 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,516,534 |
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10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,516,534 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.3% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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| Item 1. | Security and Issuer |
The security to which this
statement relates is the Class A ordinary shares, $0.0001 par value (the “Shares”), of Pioneer Merger Corp. (the “Issuer”),
whose principal executive offices are located at 667 Madison Avenue, 19th Floor, New York, New York 10065.
| Item 2. | Identity and Background |
(a) This
statement is being filed by Funicular Funds, LP (the “Fund”), a Delaware limited partnership, with respect to Shares beneficially
owned and held of record by the Fund. The General Partner of the Fund is Cable Car Capital LLC (“Cable Car”), a California
limited liability company which serves as investment adviser to the Fund pursuant to a written advisory agreement. Jacob Ma-Weaver, a
United States citizen, is the Managing Member of Cable Car and the ultimate individual responsible for directing the voting and disposition
of shares held by the Fund.
Each of the Fund and Mr.
Ma-Weaver are referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The
principal business address for the Reporting Persons and Cable Car is 2261 Market Street #4307, San Francisco, California 94114.
(c) The
Fund is a private investment partnership whose principal business is investing and trading in securities. Cable Car is an investment adviser
registered with the state securities authority of California. Its principal business is investment management. Mr. Ma-Weaver has sole
discretionary authority over the accounts of the Fund.
(d) During
the last five years, none of the Reporting Persons nor Cable Car have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons nor Cable Car have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
| Item 3. | Source and Amount of Funds or Other Considerations |
The Shares to which this
Schedule 13D relates were acquired for an aggregate purchase price of $25,439,679 inclusive of brokerage commissions. Funds for the purchase
were obtained from the available working capital of the Fund. Although the Fund has the ability to obtain margin loans in the ordinary
course of its business, no part of the purchase price was obtained on margin or through any other borrowings.
| Item 4. | Purpose of Transaction |
On December 21, 2022, the
Reporting Persons discussed with a representative of the Issuer the stated intent of its sponsor to improperly arrogate for itself and
related parties a $32.5 million termination fee payment that the Issuer received from Acorns Grow Incorporated. The Reporting Persons
recommended that the sponsor reconsider its plans, which if implemented would violate its legal and contractual duties owed to the Issuer,
and advised that the Reporting Persons will otherwise consider all available legal remedies to protect the interests of stockholders.
The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and
the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase
or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board
of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting
Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses,
making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including
board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions
for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their
Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative
instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer |
(a) The
aggregate percentage of Shares reported owned by the Reporting Persons is based on 40,250,000 shares outstanding as of November 9, 2022,
which is the total number of shares outstanding as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 10, 2022. As of the close of business on December 30, 2022, the Fund beneficially
owned 2,516,534 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 2,516,534 Shares owned
by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 2,516,534 Shares owned by the
Fund.
(b) The
Fund has sole voting and dispositive power over the Shares reported herein.
(c) The
transactions in the Shares by the Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
None of Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares during the past sixty days. Each Reporting Person
and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No
person other than the Reporting Persons 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 |
There are no contracts, arrangements,
understandings, or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
| Item 7. | Material to Be Filed as Exhibits |
None.
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: December 30, 2022
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Funicular Funds, LP |
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By: |
/s/ Jacob Ma-Weaver |
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Name: |
Jacob Ma-Weaver |
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Title: |
Managing Member of the General Partner |
|
/s/ Jacob Ma-Weaver |
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Jacob Ma-Weaver |
SCHEDULE A
TRANSACTIONS IN SECURITIES OF THE ISSUER
DURING THE PAST 60 DAYS
Nature of the Transaction |
Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase / Sale |
Purchase of Class A Ordinary Shares |
66,099 |
10.1050 |
12/15/2022 |
Purchase of Class A Ordinary Shares |
1,085,653 |
10.1084 |
12/16/2022 |
Purchase of Class A Ordinary Shares |
76,304 |
10.1050 |
12/19/2022 |
Purchase of Class A Ordinary Shares |
1,286,485 |
10.1100 |
12/20/2022 |
Purchase of Units |
1,993 |
10.1050 |
12/20/2022 |
Pioneer Merger (NASDAQ:PACX)
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부터 5월(5) 2024 으로 6월(6) 2024
Pioneer Merger (NASDAQ:PACX)
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부터 6월(6) 2023 으로 6월(6) 2024