ITEM 1.
| SECURITY AND ISSUER |
This Amendment No. 3 to the statement on Schedule 13D (this “Amendment No. 3”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on November 2, 2020 (the “Original Schedule 13D”), as amended on December 15, 2020 (“Amendment No. 1”) and July 12, 2021 (“Amendment No. 2”), regarding the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), of Tekkorp Digital Acquisition Corp., a Cayman Islands exempted corporation (the “Issuer” or the “Company”), underlying units issued in the Issuer’s initial public offering (“IPO”) and Class A Shares issuable upon conversion of Class B ordinary shares, par value $0.0001 per share (the “Class B Shares” and, together with the Class A Shares, the “Shares”), of the Issuer. The address of the Issuer’s principal executive offices is 1980 Festival Plaza Drive, Suite 300, Las Vegas, Nevada, 89135.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D or the Amendment No. 1 or Amendment No. 2 thereto. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Schedule 13D or the Amendment No. 1 or Amendment No. 2 thereto.
ITEM 4.
| PURPOSE OF TRANSACTION |
On October 4, 2022, the Issuer filed with the U.S. Securities and Exchange Commission (“SEC”) a Form 8-K indicating that, due to its not completing a business combination by October 26, 2022, the Issuer, as required by its Amended and Restated Memorandum and Articles of Association, would be as promptly as possible, but not more than ten business days thereafter, redeeming (the “Redemption”) 100% of the Issuer’s issued and outstanding Class A Shares.
On October 27, 2022, The Nasdaq Stock Market LLC filed a Form 25 with the SEC to delist the Company’s securities. As a result, the Issuer’s Class A Shares, as well as the Issuer’s publicly traded units and warrants, ceased trading as of the close of business on October 27, 2022. The Issuer is expected to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Subsequently, on October 28, 2022, the Redemption took place, during which time funds held in the Issuer’s trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, were distributed to each holder of Class A Shares on a pro rata basis (the “Redemption Amount”). Upon the Redemption, the Issuer’s issued and outstanding Class A Shares were deemed cancelled and, as of that date, represent only the right to receive the Redemption Amount. In connection with the Redemption, 1,000,000 Class A Shares owned by Morris Bailey were redeemed in full.
ITEM 5.
| INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b)
The aggregate number and percentage of Class A Shares reported herein as beneficially owned by each Reporting Person assumes that there were no Class A Shares issued and outstanding as of October 28, 2022, the date on which the Issuer redeemed in full all of the then issued and outstanding Class A Shares.
The Sponsor has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 4,750,000 Class B Shares of which it is the record owner, which represents 100% of the outstanding Class A Shares, as calculated pursuant to Rule 13d-3(d).
Holdings and JEMB SPAC, as the sole members of the Sponsor, may be deemed to beneficially own, and have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 4,750,000 Class B Shares of which the Sponsor is the record owner, representing 100% of the outstanding Class A Shares, as calculated pursuant to Exchange Act Rule 13d-3(d).
Mr. Davey, as the manager of Holdings, may be deemed to beneficially own, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 4,750,000 Class A Shares of which Holdings is the beneficial owner, representing 100% of the outstanding Class A Shares, as calculated pursuant to Exchange Act Rule 13d-3(d).
Mr. Bailey, as the managing member of JEMB SPAC, has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 4,750,000 Class A Shares of which JEMB SPAC is the beneficial owner, representing 100% of the outstanding Class A Shares, as calculated pursuant to Exchange Act Rule 13d-3(d).
(c)
Except as set forth in this Statement, the Reporting Persons have not engaged in any other transactions in the Issuer’s Shares in the last sixty days.
(d)
Upon the effectiveness of the Form 25 and Form 15, the Reporting Persons will cease to have a reporting obligation with respect to the Issuer’s securities.
