Amended Statement of Ownership (sc 13g/a)
14 2월 2022 - 8:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1)*
Shelter
Acquisition Corporation I
|
(Name of Issuer)
|
|
Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
822821104
|
(CUSIP Number)
|
|
December 31, 2021
|
(Date of Event Which Requires Filing of the Statement)
|
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
¨
|
Rule 13d-1(b)
|
x
|
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 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).
1.
|
NAME OF REPORTING PERSONS
Radcliffe Capital Management, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x
|
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
400,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
400,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.80%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
1.
|
NAME OF REPORTING PERSONS
RGC Management Company, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x
|
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
400,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
400,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.80%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
|
1.
|
NAME OF REPORTING PERSONS
Steven B. Katznelson
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada, United States of America and the United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
400,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
400,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.80%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
1.
|
NAME OF REPORTING PERSONS
Christopher Hinkel
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x
|
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
400,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
400,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.80%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
1.
|
NAME OF REPORTING PERSONS
Radcliffe SPAC Master Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
400,000
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
400,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.80%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, PN
|
1.
|
NAME OF REPORTING PERSONS
Radcliffe SPAC GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x
|
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
400,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
400,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.80%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
|
|
|
|
|
Item 1(a).
|
Name of Issuer:
Shelter Acquisition Corporation I
|
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
6 Midland Street #1726
Quogue, New York 11950
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
Radcliffe Capital Management, L.P.
RGC Management Company, LLC
Steven B. Katznelson
Christopher Hinkel
Radcliffe SPAC Master Fund, L.P.
Radcliffe SPAC GP, LLC
|
Item 2(b).
|
Address of Principal Business Office
or, if none, Residence:
|
|
50 Monument Road, Suite 300
Bala Cynwyd, PA 19004
|
|
|
Item 2(c).
|
Citizenship:
|
|
Radcliffe Capital Management, L.P. – Delaware, United States
of America
RGC Management Company, LLC – Delaware, United States of
America
Steven B. Katznelson – Canada, United States of America
and the United Kingdom
Christopher Hinkel – United States of America
Radcliffe SPAC Master Fund, L.P. – Cayman Islands
Radcliffe SPAC GP, LLC – Delaware, United States of America
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Common Stock, $0.0001 par value
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
822821104
|
|
|
Item 3.
|
If this statement is filed pursuant to
§§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
(a)
|
¨
|
Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6)
of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
|
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
¨
|
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
Item
4.
|
Ownership:
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned:
400,000 shares deemed beneficially owned by Radcliffe Capital
Management, L.P.
400,000 shares deemed beneficially owned by RGC Management Company,
LLC
400,000 shares deemed beneficially owned by Steven B. Katznelson
400,000 shares deemed beneficially owned by Christopher Hinkel
400,000 shares deemed beneficially owned by Radcliffe SPAC Master
Fund, L.P.
400,000 shares deemed beneficially owned by Radcliffe SPAC GP,
LLC
|
|
|
|
|
(b)
|
Percent of class:
1.80% shares deemed beneficially
owned by Radcliffe Capital Management, L.P.
1.80% shares deemed beneficially
owned by RGC Management Company, LLC
1.80% shares deemed beneficially
owned by Steven B. Katznelson
1.80% shares deemed beneficially
owned by Christopher Hinkel
1.80% shares deemed beneficially owned by Radcliffe SPAC Master
Fund, L.P.
1.80% shares deemed beneficially owned by Radcliffe SPAC GP, LLC
|
|
(c)
|
Number
of shares as to which Radcliffe Capital Management, L.P. has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 400,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 400,000
|
|
|
|
|
|
|
Number
of shares as to which RGC Management Company, LLC has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 400,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 400,000
|
|
|
Number
of shares as to which Steven B. Katznelson has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 400,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 400,000
|
|
|
|
|
|
|
Number
of shares as to which Christopher Hinkel has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 400,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 400,000
|
|
|
|
|
|
|
Number
of shares as to which Radcliffe SPAC Master Fund, L.P. has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 400,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 400,000
|
|
|
|
|
|
|
Number
of shares as to which Radcliffe SPAC GP, LLC has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 400,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 400,000
|
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. x
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
|
With the exception of the securities reported in this Schedule 13G that are owned by the Radcliffe SPAC Master Fund, L.P., none of Radcliffe Capital Management, L.P.’s advisory clients individually own more than 5% of the Issuer’s outstanding common stock.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
See Exhibit B attached hereto.
|
Item 8.
|
Identification
and Classification of Members of the Group:
|
|
Not
applicable
|
|
|
Item 9.
|
Notice of Dissolution
of Group:
|
|
Not
applicable
|
|
|
Item 10.
|
Certifications:
|
|
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
|
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.
|
February 14, 2022
|
|
(Date)
|
|
|
Radcliffe Capital Management, L.P.
|
/s/
Loretta Best
|
By RGC Management Company, LLC,
|
Signature
|
its General Partner*
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
|
|
RGC Management Company, LLC*
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
|
|
Steven B. Katznelson*
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact**
|
|
|
Christopher Hinkel*
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact**
|
|
|
Radcliffe SPAC Master Fund, L.P.
|
/s/
Loretta Best
|
By Radcliffe SPAC GP, LLC,
|
Signature
|
its General Partner*
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
|
|
Radcliffe SPAC GP, LLC*
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
*The Reporting Person specifically disclaims beneficial
ownership of the securities reported herein except to the extent of its pecuniary interest therein.
**Loretta Best is signing on behalf of Steven B. Katznelson and Christopher
Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities and Exchange Commission as Exhibits 99.1 and 99.2,
respectively, to a filing by Radcliffe Capital Management, L.P. on Schedule 13G on August 30, 2021.
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf
of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed
or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001).
Exhibit A
Agreement
The undersigned agree that this
Schedule 13G dated February 14, 2022 to the Common Stock, $0.0001 par value of Shelter Acquisition Corporation I shall be filed on behalf
of the undersigned.
|
February 14, 2022
|
|
(Date)
|
|
|
Radcliffe Capital Management, L.P.
|
/s/
Loretta Best
|
By RGC Management Company, LLC,
|
Signature
|
Its General Partner
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
|
|
RGC Management Company, LLC
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
|
|
Steven B. Katznelson
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact**
|
|
|
Christopher Hinkel
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact**
|
|
|
Radcliffe SPAC Master Fund, L.P.
|
/s/
Loretta Best
|
By Radcliffe SPAC GP, LLC,
|
Signature
|
its General Partner
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
|
|
Radcliffe SPAC GP, LLC
|
/s/
Loretta Best
|
|
Signature
|
|
|
|
Attorney-in Fact for Steven
B. Katznelson
|
|
Managing Member**
|
**Loretta Best is signing
on behalf of Steven B. Katznelson and Christopher Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities
and Exchange Commission as Exhibits 99.1 and 99.2, respectively, to a filing by Radcliffe Capital Management, L.P. on Schedule 13G on
August 30, 2021.
Exhibit B
Radcliffe Capital Management, L.P. is the relevant entity for which
RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Radcliffe SPAC Master Fund,
L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons.
Shelter Acquisition Corp... (NASDAQ:SHQA)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Shelter Acquisition Corp... (NASDAQ:SHQA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024