Statement of Ownership (sc 13g)
11 2월 2022 - 6:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ascendant
Digital Acquisition Corp. III
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Titles of Class of Securities)
G05157 105
(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 is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out of 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 disclosures provided in a prior cover page.
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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, as amended (the 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).
Schedule 13G
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1
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NAME OF REPORTING PERSON
Ascendant Sponsor LP III
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,270,000 (1)(2)(3)
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6
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SHARED VOTING POWER
- 0 -
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7
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SOLE DISPOSITIVE POWER
7,270,000 (1)(2)(3)
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8
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SHARED DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,270,000 (1)(2)(3)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
19.4% (4)
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12
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TYPE OF REPORTING
PERSON
OO
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(1)
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The securities are held directly by Ascendant Sponsor LP III (the Sponsor). Ascendant Sponsor GP
III LLC (the GP) is the general partner of the Sponsor and has voting and investment discretion over the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the
securities held by the GP.
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(2)
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The Sponsor owns 7,270,000 Class B Ordinary Shares, par value $0.001 per share (Class B Ordinary
Shares) of the Issuer, which are convertible for the Issuers Class A Ordinary Shares par value $0.001 per share (the Class A Ordinary Shares) as described under the heading Description of Securities in the
Issuers registration statement on Form S-1 (File No. 333-255349) (the Registration Statement) and have no expiration date.
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(3)
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Excludes 11,500,000 Class A Ordinary Shares issuable upon the exercise of 11,500,000 private placement warrants
of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 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, each as is described under the heading Description of SecuritiesWarrants in the Registration Statement.
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(4)
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Based on 30,000,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares outstanding as of December
23, 2021, as reported on the Issuers Quarterly Report on Form 10-Q (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on December 23, 2021.
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CUSIP No. G05157 105
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1
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NAME OF REPORTING PERSON
Ascendant Sponsor GP III LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,270,000 (1)(2)(3)
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6
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SHARED VOTING POWER
- 0 -
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7
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SOLE DISPOSITIVE POWER
7,270,000 (1)(2)(3)
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8
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SHARED DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,270,000 (1)(2)(3)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
19.4% (4)
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12
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TYPE OF REPORTING
PERSON
OO
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(1)
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The securities are held directly by the Sponsor. The GP is the general partner of the Sponsor and has voting
and investment discretion over the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP.
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(2)
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The Sponsor owns 7,270,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuers
Class A Ordinary Shares as described under the heading Description of Securities in the Registration Statement and have no expiration date.
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(3)
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Excludes 11,500,000 Class A Ordinary Shares issuable upon the exercise of 11,500,000 private placement warrants
of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 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, each as is described under the heading Description of SecuritiesWarrants in the Registration Statement.
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(4)
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Based on 30,000,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares outstanding as of December
23, 2021, as reported on the Form 10-Q.
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CUSIP No. G05157 105
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1
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NAME OF REPORTING PERSON
David Gomberg
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,270,000 (1)(2)(3)
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6
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SHARED VOTING POWER
- 0 -
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7
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SOLE DISPOSITIVE POWER
7,270,000 (1)(2)(3)
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8
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SHARED DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,270,000 (1)(2)(3)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
19.4% (4)
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12
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TYPE OF REPORTING
PERSON
IN
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(1)
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The securities are held directly by the Sponsor. The GP is the general partner of the Sponsor and has voting
and investment discretion over the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP.
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(2)
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The Sponsor owns 7,270,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuers
Class A Ordinary Shares as described under the heading Description of Securities in the Registration Statement and have no expiration date.
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(3)
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Excludes 11,500,000 Class A Ordinary Shares issuable upon the exercise of 11,500,000 private placement warrants
of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 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, each as is described under the heading Description of SecuritiesWarrants in the Registration Statement.
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(4)
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Based on 30,000,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares outstanding as of December
23, 2021, as reported on the Form 10-Q.
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Item 1(a). Name of Issuer:
Ascendant Digital Acquisition Corp. III
Item 1(b).
Address of Issuers Principal Executive Offices:
667 Madison Avenue, 5th Floor
New York, New York 10065
Item 2(a). Name of Person
Filing:
This statement is filed on behalf of each of the following persons (collectively, the Reporting Persons):
1. Ascendant Sponsor LP III
2. Ascendant Sponsor GP III LLC
3. David Gomberg
Item 2(b). Address of Principal
Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
667 Madison Avenue, 5th Floor
New York, New York 10065
Item 2(c). Citizenship:
See response to Item 4 on
the cover page.
Item 2(d). Titles of Classes of Securities:
Class A Ordinary Shares, par value $0.0001 per share.
Item 2(e). CUSIP Number:
G05157 105
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group in accordance with §240.13d-1(b)(1)(ii)(K).
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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
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(a)
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Amount beneficially owned:
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See response to Item 9 on the cover page.
See response to Item 11 on the cover page.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See response to Item 5 on the cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See response to Item 6 on the cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See response to Item 7 on the cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See response to Item 8 on the cover page.
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 five percent of the class of securities, check the following ☐.
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.
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.
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: February 10, 2022
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ASCENDANT SPONSOR LP III
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By:
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/s/ David Gomberg
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Name:
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David Gomberg
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Title:
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Manager
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ASCENDANT SPONSOR GP III LLC
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/s/ David Gomberg
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Name:
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David Gomberg
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Title:
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Manager
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DAVID GOMBERG
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/s/ David Gomberg
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Name:
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David Gomberg
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Exhibit Index
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Exhibit
No.
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Description
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Exhibit 1
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Joint Filing Agreement, dated as of February 10, 2022, by and between Ascendant Sponsor LP III, Ascendant Sponsor GP III LLC and David Gomberg.
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