0001493152-20-001041.txt : 20200124 0001493152-20-001041.hdr.sgml : 20200124 20200124160251 ACCESSION NUMBER: 0001493152-20-001041 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200124 DATE AS OF CHANGE: 20200124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orisun Acquisition Corp. CENTRAL INDEX KEY: 0001770251 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91095 FILM NUMBER: 20545447 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE, ROOM 543 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 631-220-3541 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE, ROOM 543 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOOTHBAY FUND MANAGEMENT, LLC CENTRAL INDEX KEY: 0001549230 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 332-2679 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 formsc13g.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. __N/A____)*

 

Orisun Acquisition Corp.

(Name of Issuer)

 

Common Stock, par value $0.00001

 

(Title of Class of Securities)

 

68632T109

(CUSIP Number)

 

January 22, 2020

(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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 
 

 

CUSIP No. 68632T109         

     
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Boothbay Absolute Return Strategies LP
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [  ]
(b) [X]
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
 
419,631*
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
419,631*

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

419,631*
10.  

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

 

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.26%*
12.   TYPE OF REPORTING PERSON (see instructions)

PN

 

 
 

 

CUSIP No. 68632T109      

     
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Boothbay Fund Management, LLC
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [  ]
(b) [X]
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
 
419,631*
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
419,631*

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

419,631*
10.  

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

 

11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.26%*
12 .   TYPE OF REPORTING PERSON (see instructions)

IA, OO

 

 
 

 

CUSIP No. 68632T109         

     
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ari Glass
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [  ]
(b) [X]
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
 
419,631*
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
419,631*

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

419,631*
10.  

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

 

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.26%*
12.   TYPE OF REPORTING PERSON (see instructions)

IN, HC

 

 
 

 

Item 1.

 

  (a) Name of Issuer
Orisun Acquisition Corp. (the “Issuer”)
     
  (b)

Address of Issuer’s Principal Executive Offices

555 Madison Avenue

Room 543

New York, NY 10022

     

Item 2.

 

  (a)

Name of Person Filing:
Boothbay Absolute Return Strategies LP*

Boothbay Fund Management, LLC*

Ari Glass*

     
  (b)

Address of the Principal Office or, if none, residence
140 East 45th Street, 14th Floor

New York, NY 10017

     
  (c)

Citizenship
Boothbay Absolute Return Strategies LP – Delaware

Boothbay Fund Management, LLC – Delaware

Ari Glass – United States

     
  (d) Title of Class of Securities
Common Stock, par value $0.0001
     
  (e) CUSIP Number
68632T109

 

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: N/A

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)  

Amount beneficially owned:

 

Boothbay Absolute Return Strategies LP – 419,631*

Boothbay Fund Management, LLC – 419,631* 

Ari Glass – 419,631*

       
  (b)  

Percent of class:

Boothbay Absolute Return Strategies LP – 7.26%* 

Boothbay Fund Management, LLC – 7.26%*

Ari Glass – 7.26%*

 

 
 

 

  (c)   Number of shares as to which the person has:
         
      (i)

Sole power to vote or to direct the vote

Boothbay Absolute Return Strategies LP – 0

Boothbay Fund Management, LLC – 0

Ari Glass – 0

         
      (ii)

Shared power to vote or to direct the vote

Boothbay Absolute Return Strategies LP – 419,631*

Boothbay Fund Management, LLC – 419,631*

Ari Glass – 419,631*

         
      (iii)

Sole power to dispose or to direct the disposition of

Boothbay Absolute Return Strategies LP – 0

Boothbay Fund Management, LLC – 0

Ari Glass – 0

         
      (iv)

Shared power to dispose or to direct the disposition of

Boothbay Absolute Return Strategies LP – 419,631*

Boothbay Fund Management, LLC – 419,631*

Ari Glass – 419,631*

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

 

* The common stock, par value $0.00001 (the “Shares”) of Orisun Acquisition Corp., a blank check company incorporated in the State of Delaware (the “Issuer”), reported herein are held by Boothbay Absolute Return Strategies LP, a Delaware limited partnership (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Shares held by the Fund. Ari Glass is the Managing Member of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own an aggregate of 419,631 shares of common stock, or 7.26% of the 5,783,235 shares of common stock that were issued and outstanding as of November 14, 2019, as disclosed in the Issuer’s Quarterly Report for the period ended September 30, 2019, as filed with the SEC on November 14, 2019. This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

 

 
 

 

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 [  ].

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

N/A

 

Item 8. Identification and Classification of Members of the Group.

 

N/A

 

Item 9. Notice of Dissolution of Group.

 

N/A

 

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.

 

 
 

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

 

Dated: January 24, 2020    
     
  Boothbay Absolute Return Strategies LP
     
  By: Boothbay Fund Management, LLC, its investment manager
     
  By: /s/ Ari Glass
    Ari Glass, Managing Member
     
  Boothbay Fund Management, LLC
     
  By: /s/ Ari Glass
    Ari Glass, Managing Member
     
  Ari Glass
     
  By: /s/ Ari Glass
    Individually

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 
 

  

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

 

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of Orisun Acquisition Corp.., together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

 

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

 

Dated: January 24, 2020

 

  Boothbay Absolute Return Strategies LP
     
  By: Boothbay Fund Management, LLC, its investment manager
     
  By: /s/ Ari Glass
    Ari Glass, Managing Member
     
  Boothbay Fund Management, LLC
     
  By: /s/ Ari Glass
    Ari Glass, Managing Member
     
  Ari Glass
     
  By: /s/ Ari Glass
    Individually