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*
Corsair Partnering Sponsor LP

(Last) (First) (Middle)
C/O CORSAIR PARTNERING CORPORATION
717 FIFTH AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2021
3. Issuer Name and Ticker or Trading Symbol
Corsair Partnering Corp [ CORS.U ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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)
X Form filed by One Reporting Person
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 F ordinary shares (1) (1) Class A common stock 2,012,500(2) (1) D(4)(5)(6)
Class B ordinary shares (3) (3) Class A common stock 250,000 (3) D(4)(5)(6)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-254003) under the heading "Description of Securities-Founder Shares", the Class F ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial partnering transaction on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. The Class F ordinary shares owned by the reporting person include up to 262,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
3. As described in the issuer's registration statement on Form S-1 (File No. 333-254003) under the heading "Description of Securities-Performance Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer on the last day of each fiscal year following consummation of the partnering transaction, depending on a number of factors including, but not limited to, the per price share of the issuer's Class A ordinary shares.
4. This Form 3 is being filed by Corsair Partnering Sponsor LP, an exempted limited partnership organized under the laws of the Cayman Islands and sponsor of the issuer ("Sponsor"). Corsair Capital Partners Group Ltd., an exempted company organized under the laws of the Cayman Islands ("Corsair Capital Partners"), owns 100% of the equity interest in Corsair Sponsor GP, an exempted general partnership organized under the laws of the Cayman Islands ("Corsair Sponsor GP"). Corsair Sponsor GP is the general partner of Corsair Partnering Sponsor Aggregator LP, an exempted limited partnership organized under the laws of the Cayman Islands, which owns a 50% equity interest in Sponsor. Corsair Sponsor GP is the general partner of Sponsor. Continued in footnote (5) below.
5. Continued from footnote (4): Corsair Capital Partners is the managing Member of Corsair V Management, L.L.C, a limited liability company organized under the laws of the Cayman Islands, which is the general partner of Corsair V Management, L.P. an exempted general partnership organized under the laws of the Cayman Islands, which is the general partner of Corsair V Financial Services Capital Partners, L.P. Corsair V Financial Services Capital Partners L.P. owns a 50% equity interest in Sponsor. In turn, prior to the initial public offering, Sponsor owns 100% of the equity interest of Corsair Partnering Corporation. Sponsor, Corsair Capital Partners Group Ltd., Corsair Sponsor GP, Corsair Partnering Aggregator LP, Corsair V Management L.L.C., Corsair V Management L.P. and Corsair V Financial Services Capital Partners L.P. are collectively referred to as the ("Corsair Entities"). Continued in footnote (6) below.
6. Continued from footnote (5): As such, each of the Corsair Entities may be deemed to have beneficial ownership of the securities held by Sponsor, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
/s/ Jeremy Schein, as Director for Corsair Partnering Sponsor LP 03/26/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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