Aacs Form 3 Ahren Acquisition / Alice Newcombe-Ellis ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AACS LP

(Last) (First) (Middle)

C/O AHREN ACQUISITION CORP.

BOUNDARY HALL, CRICKET SQUARE

(Street)

GRAND CAYMAN KY1-1102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2021

3. Issuer Name and Ticker or Trading Symbol
Ahren Acquisition Corp. [ AHRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,686,250	(1)	D(2)

1. Name and Address of Reporting Person^*

AACS LP

(Last) (First) (Middle)

C/O AHREN ACQUISITION CORP.

BOUNDARY HALL, CRICKET SQUARE

(Street)

GRAND CAYMAN KY1-1102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AACS GP

(Last) (First) (Middle)

C/O AHREN ACQUISITION CORP.

BOUNDARY HALL, CRICKET SQUARE

(Street)

GRAND CAYMAN KY1-1102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Newcombe-Ellis Alice

(Last) (First) (Middle)

C/O AHREN ACQUISITION CORP.

BOUNDARY HALL, CRICKET SQUARE

(Street)

GRAND CAYMAN KY1-1102

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-261334) (the "Registration Statement") and have no expiration date. The shares of Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,031,250 shares of Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. AACS LP is the record holder of the securities reported herein. AACS GP is the general partner of AACS LP and shares voting and investment discretion with respect to the ordinary shares held of record by AACS LP. Alice Newcombe-Ellis is the director of AACS GP and shares voting and investment discretion with respect to the ordinary shares held of record by AACS LP. Each of AACS GP and Alice Newcombe-Ellis disclaims any beneficial ownership of the securities held by AACS LP other than to the extent of any pecuniary interest it or she, as applicable, may have therein, directly or indirectly.

Remarks:

AACS LP and AACS GP may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Alice Newcombe-Ellis is a member of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.

	/s/ Russell Deutsch, Attorney-in-Fact for AACS LP	12/14/2021
	/s/ Russell Deutsch, Attorney-in-Fact for AACS GP	12/14/2021
	/s/ Russell Deutsch, Attorney-in-Fact for Alice Newcombe-Ellis	12/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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