0001104659-21-089829.txt : 20210707 0001104659-21-089829.hdr.sgml : 20210707 20210707165948 ACCESSION NUMBER: 0001104659-21-089829 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210707 DATE AS OF CHANGE: 20210707 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: DAVID T. KIM GROUP MEMBERS: FARALLON CAPITAL (AM) INVESTORS, L.P. GROUP MEMBERS: FARALLON CAPITAL F5 MASTER I, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON F5 (GP), L.L.C. GROUP MEMBERS: FARALLON INSTITUTIONAL (GP) V, L.L.C. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. GROUP MEMBERS: JOHN R. WARREN GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MICHAEL B. FISCH GROUP MEMBERS: MICHAEL G. LINN GROUP MEMBERS: PHILIP D. DREYFUSS GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: THOMAS G. ROBERTS, JR. GROUP MEMBERS: WILLIAM SEYBOLD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Shelter Acquisition Corp I CENTRAL INDEX KEY: 0001844908 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92629 FILM NUMBER: 211077992 BUSINESS ADDRESS: STREET 1: 6 MIDLAND STREET, #1726 CITY: QUOGUE STATE: NY ZIP: 11959 BUSINESS PHONE: 631-553-2164 MAIL ADDRESS: STREET 1: 6 MIDLAND STREET, #1726 CITY: QUOGUE STATE: NY ZIP: 11959 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Farallon Capital Partners, L.P. CENTRAL INDEX KEY: 0001175707 IRS NUMBER: 943106322 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O FARALLON PARTNERS, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON PARTNERS, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL PARTNERS LP DATE OF NAME CHANGE: 20020617 SC 13G 1 tm2121588d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )   *

 

Shelter Acquisition Corporation I
(Name of Issuer)  
 
Class A Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)  
 
822821203***
(Cusip Number)  
 
June 30, 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)

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).

 

*** (See Item 2(e))

 

(Continued on following pages)

Page 1 of 31 Pages

Exhibit Index Found on Page 29

 

 

 

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

211,200

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

211,200

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

211,200

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

   

Page 2 of 30 Pages

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

679,300

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

679,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

679,300

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

   

Page 3 of 30 Pages

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

58,900

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

58,900

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,900

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

   

Page 4 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

58,400

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

58,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

   

Page 5 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Four Crossings Institutional Partners V, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x** 

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

56,400

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

56,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

   

Page 6 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Offshore Investors II, L.P.

  
 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨
(b) x**

2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

513,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

513,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

513,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 7 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital F5 Master I, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

57,600

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

57,600

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,600

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 8 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital (AM) Investors, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

14,700

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

14,700

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,700

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 9 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Partners, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

1,592,400

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,592,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,592,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 10 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Institutional (GP) V, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

56,400

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

56,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 11 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Farallon F5 (GP), L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

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

 

57,600

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

57,600

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,600

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 12 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Philip D. Dreyfuss

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**
2

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 13 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Michael B. Fisch

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**
2

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 14 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Richard B. Fried

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**
2

**        The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 15 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

David T. Kim

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**
2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 16 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Michael G. Linn

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**
2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 17 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Rajiv A. Patel

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**
2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 18 of 30 Pages

 

 

13G

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Thomas G. Roberts, Jr.

  
 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

 (a) ¨
(b) x**
2

**         The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

  

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 19 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

William Seybold

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**           The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

   

 

Page 20 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Andrew J. M. Spokes

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**           The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

   

 

Page 21 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

John R. Warren

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**           The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

   

 

Page 22 of 30 Pages

 

 

13G

 

CUSIP No. 822821203  

 

1

NAMES OF REPORTING PERSONS

 

Mark C. Wehrly

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ¨

 (b) x**

**           The reporting persons making this filing hold an aggregate of 1,650,000 Shares (as defined in Item 2), which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES
BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,650,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,650,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,650,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 

 ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

   

 

Page 23 of 30 Pages

 

 

Item 1.Issuer

 

(a)           Name of Issuer:

 

Shelter Acquisition Corporation I (the “Company”)

 

(b)          Address of Issuer’s Principal Executive Offices:

 

6 Midland Street #1726

Quogue, New York 11959

 

Item 2.Identity and Background

 

Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

 

This statement relates to shares of Class A common stock, par value $0.0001 per share (the “Shares”), of the Company. As of the date of this Schedule 13G, a CUSIP number for the Shares is not available. The CUSIP number for the Company’s Units is 822821203.

 

Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.

 

The Farallon Funds

 

(i)Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

(ii)Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

(iii)Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

(iv)Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

(v)Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;

 

(vi)Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;

 

(vii)Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and

 

(viii)Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it.

 

Page 24 of 30 Pages

 

 

FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, F5MI and FCAMI are together referred to herein as the “Farallon Funds.”

 

The Farallon General Partner

 

(ix)Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.

 

The FCIP V General Partner

 

(x)Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.

 


The F5MI General Partner

 

(xi)Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.

 

The Farallon Individual Reporting Persons

 

(xii)The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); William Seybold (“Seybold”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

 

Dreyfuss, Fisch, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

 

The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

 

Item 3.If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):

 

Not applicable.

 

Page 25 of 30 Pages

 

 

Item 4.Ownership

 

The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for the respective Farallon Funds are held directly by the respective Farallon Funds. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

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 each of the Reporting Persons has ceased to be a 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

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Page 26 of 30 Pages

 

 

Item 10. Certification

 

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, other than activities solely in connection with a nomination under §240.14a-11.

 

Page 27 of 30 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 7, 2021

 

  /s/ Michael B. Fisch
  FARALLON PARTNERS, L.L.C.,
  On its own behalf and
  As the General Partner of
  FARALLON CAPITAL PARTNERS, L.P.,
  FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
  FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
  FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
  Farallon Capital Offshore Investors II, L.P., and
  FARALLON CAPITAL (AM) INVESTORS, L.P.
  By: Michael B. Fisch, Managing Member
   
  /s/ Michael B. Fisch
  FARALLON INSTITUTIONAL (GP) V, L.L.C.,
  On its own behalf and
  As the General Partner of
  FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
  By: Michael B. Fisch, Manager
   
  /s/ Michael B. Fisch
  FARALLON F5 (GP), L.L.C.,
  On its own behalf and
  As the General Partner of
  FARALLON CAPITAL F5 MASTER I, L.P.
  By: Michael B. Fisch, Manager
   
  /s/ Michael B. Fisch
  Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly

 

The Powers of Attorney executed by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference.

 

Page 28 of 30 Pages

 

 

EXHIBIT INDEX

 

EXHIBIT 1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

Page 29 of 30 Pages

 

 EX-99.1 2 tm2121588d1_ex99-1.htm EXHIBIT 1

EXHIBIT 1 

to 

SCHEDULE 13G

 

JOINT ACQUISITION STATEMENT 

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: July 7, 2021

 

  /s/ Michael B. Fisch
  FARALLON PARTNERS, L.L.C., 
  On its own behalf and 
  As the General Partner of 
  FARALLON CAPITAL PARTNERS, L.P., 
  FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., 
  FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., 
  FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., 
  Farallon Capital Offshore Investors II, L.P., and 
  FARALLON CAPITAL (AM) INVESTORS, L.P. 
  By: Michael B. Fisch, Managing Member

 

  /s/ Michael B. Fisch 
  FARALLON INSTITUTIONAL (GP) V, L.L.C., 
  On its own behalf and 
  As the General Partner of 
  FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. 
  By: Michael B. Fisch, Manager

 

  /s/ Michael B. Fisch 
  FARALLON F5 (GP), L.L.C., 
  On its own behalf and 
  As the General Partner of 
  FARALLON CAPITAL F5 MASTER I, L.P. 
  By: Michael B. Fisch, Manager

 

  /s/ Michael B. Fisch 
  Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly

 

Page 30 of 30 Pages