0001214659-24-002606.txt : 20240214 0001214659-24-002606.hdr.sgml : 20240214 20240214090010 ACCESSION NUMBER: 0001214659-24-002606 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: AMOS MERON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Capital Corp I-A CENTRAL INDEX KEY: 0001836075 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92338 FILM NUMBER: 24632790 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empyrean Capital Partners, LP CENTRAL INDEX KEY: 0001317195 ORGANIZATION NAME: IRS NUMBER: 522403815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10250 CONSTELLATION BOULEVARD STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310)843-9900 MAIL ADDRESS: STREET 1: 10250 CONSTELLATION BOULEVARD STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G/A 1 warburg130245sc13ga1.htm AMENDMENT NO. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No.1 )*

 

Warburg Pincus Capital Corporation I-A
(Name of Issuer)
 
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)

 

  G9461D107  
  (CUSIP Number)  
 
December 31, 2023
(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  x Rule 13d-1(b)
     
  ¨ 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).

 

 

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CUSIP No. G9461D107
1

NAMES OF REPORTING PERSONS

 

Empyrean Capital Partners, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)¨

(b)¨

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

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

PN; IA

 

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CUSIP No. G9461D107
1

NAMES OF REPORTING PERSONS

 

Amos Meron

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)¨

(b)¨

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

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

IN; HC

 

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Item 1(a). Name of Issuer:
   
  The name of the issuer is Warburg Pincus Capital Corporation I-A (the “Issuer”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  The Issuer’s principal executive offices are located at 450 Lexington Avenue, New York, New York 10017
   
Item 2(a). Name of Person Filing:
   
 

This statement is filed by:

 

(i) Empyrean Capital Partners, LP (“ECP”), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), a Cayman Islands exempted company, with respect to the Class A Common Stock directly held by ECOMF;

 

(ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Common Stock directly held by ECOMF.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Common Stock owned by another Reporting Person.

   
Item 2(b). Address of Principal Business Office or, if none, Residence:
   
  The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.
   
Item 2(c). Citizenship:
   
 

ECP - a Delaware limited partnership

Amos Meron - United States

   
Item 2(d). Title of Class of Securities:
   
  Class A common stock, $0.0001 par value per share (the “Class A Common Stock”)
   
Item 2(e).

CUSIP Number:

 

G9461D107

 

Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under Section 15 of the Act;
(b) ¨ Bank as defined in Section 3(a)(6) of the Act;
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j) ¨ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) ¨

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      

 

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Item 4.

Ownership.

   
 

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

   
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 x.
   

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.
   
 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 5 
 

 

SIGNATURE

 

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

 

Dated:  February 14, 2024

  EMPYREAN CAPITAL PARTNERS, LP
   
  By :/s/ Jennifer Norman
  Name: Jennifer Norman
  Title: General Counsel, Chief Compliance Officer
   
   
  /s/ Amos Meron
  AMOS MERON

 

 

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