Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference Annex Fund holds 1,998,000 Class A Ordinary Shares (the “Annex Fund Shares”) and warrants to purchase 999,000 Class A Ordinary Shares (“Warrants”) that are not presently exercisable. The Annex Fund Shares represent beneficial ownership of approximately 7.2% of the outstanding Class A Ordinary Shares, based on 27,600,000 Class A Ordinary Shares of the Issuer outstanding as of November 23, 2021, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 23, 2021.
The Warrants have an exercise price of $11.50 per Class A Ordinary Share, subject to adjustment, and are exercisable on the later of 12 months from the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business combination, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.
BAAMA is the general partner of the Annex Fund. Holdings II is the sole member of BAAMA. Holdings GP is the general partner of Holdings II. Blackstone is the sole member of Holdings GP. Blackstone Management is the sole holder of the Series II preferred stock of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the securities of the Issuer beneficially owned by Annex Fund directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any such Reporting Person (other than Annex Fund) is the beneficial owner of securities of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose (including, without limitation, any tax purposes) and each such Reporting Person expressly disclaims beneficial ownership of such securities. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Section 13(d) and 13(g) of the Act.
| 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 or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
