SC 13G/A 1 g27221sc13ga1.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 )*

Primavera Capital Acquisition Corporation

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

	G7255E109
	(CUSIP Number)

December 31, 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:

	o	Rule 13d-1(b)

	x	Rule 13d-1(c)

	o	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).

Page 1 of 9

CUSIP No. G7255E109

NAMES OF REPORTING PERSONS

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

WCH Fund I, LP

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

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

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) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) PN

Page 2 of 9

CUSIP No. G7255E109

NAMES OF REPORTING PERSONS

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

WCH GP, LLC

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

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

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) OO

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CUSIP No. G7255E109

NAMES OF REPORTING PERSONS

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

Willoughby Capital Holdings, LLC

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

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

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) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) OO

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CUSIP No. G7255E109

NAMES OF REPORTING PERSONS

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

Daniel S. Och

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

(a) o

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

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) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) HC, IN

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Item 1(a).	Name of Issuer:

	Primavera Capital Acquisition Corporation

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	41/F Gloucester Tower, 15 Queen’s Road Central Hong Kong

Item 2(a).	Name of Person Filing:

	WCH Fund I, LP WCH GP, LLC Willoughby Capital Holdings, LLC Daniel S. Och

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	WCH Fund I, LP 330 Railroad Avenue Suite 101 Greenwich, CT 06830 WCH GP, LLC 330 Railroad Avenue Suite 101 Greenwich, CT 06830 Willoughby Capital Holdings, LLC 330 Railroad Avenue Suite 101 Greenwich, CT 06830 Daniel S. Och 330 Railroad Avenue Suite 101 Greenwich, CT 06830

Item 2(c).	Citizenship:

	WCH Fund I, LP – Delaware WCH GP, LLC – Delaware Willoughby Capital Holdings, LLC – Delaware Daniel S. Och – United States of America

Item 2(d).	Title of Class of Securities:

	Class A ordinary shares, par value $0.0001 per share

Item 2(e).	CUSIP Number: G7255E109

Page 6 of 9

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)	o	Broker or dealer registered under Section 15 of the Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	o	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:

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:

	WCH Fund I, LP		0
	WCH GP, LLC		0
	Willoughby Capital Holdings, LLC		0
	Daniel S. Och		0

(b)	Percent of Class:

	WCH Fund I, LP		0%
	WCH GP, LLC		0%
	Willoughby Capital Holdings, LLC		0%
	Daniel S. Och		0%

(c)	Number of shares as to which WCH Fund I, LP has:
	(i)	Sole power to vote or to direct the vote:	0
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	0
	(iv)	Shared power to dispose or to direct the disposition of:	0

	Number of shares as to which WCH GP, LLC has:
	(i)	Sole power to vote or to direct the vote:	0
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	0
	(iv)	Shared power to dispose or to direct the disposition of:	0

	Number of shares as to which Willoughby Capital Holdings, LLC has:
	(i)	Sole power to vote or to direct the vote:	0
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	0
	(iv)	shared power to dispose or to direct the disposition of:	0

	Number of shares as to which Daniel S. Och has:
	(i)	Sole power to vote or to direct the vote:	0
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	0
	(iv)	Shared power to dispose or to direct the disposition of:	0

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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.

	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.

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SIGNATURE

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: February 14, 2022	WCH FUND I, LP¹
	By: WCH GP, LLC, its general partner

	By:	/s/ Daniel S. Och
		Daniel S. Och
		Managing Member


	WCH GP, LLC¹

	By:	/s/ Daniel S. Och
		Daniel S. Och
		President


	WILLOUGHBY CAPITAL HOLDINGS, LLC¹

	By:	/s/ Daniel S. Och
		Daniel S. Och
		Managing Member


	DANIEL S. OCH¹

	/s/ Daniel S. Och

_____________________________

¹ This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated February 1, 2021, and included with the signature page to the Reporting Persons’ Schedule 13G filed with respect to the Issuer on February 1, 2021, SEC File No. 005-92037, and incorporated by reference herein.

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