0001062993-22-004610.txt : 20220216
0001062993-22-004610.hdr.sgml : 20220216
20220216164143
ACCESSION NUMBER: 0001062993-22-004610
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210324
FILED AS OF DATE: 20220216
DATE AS OF CHANGE: 20220216
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MSD SPONSOR HOLDINGS, LLC
CENTRAL INDEX KEY: 0001846753
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40290
FILM NUMBER: 22644174
BUSINESS ADDRESS:
STREET 1: 645 FIFTH AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-303-7822
MAIL ADDRESS:
STREET 1: 645 FIFTH AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MSD ACQUISITION CORP. / NEW
CENTRAL INDEX KEY: 0001846996
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 645 FIFTH AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-303-7822
MAIL ADDRESS:
STREET 1: 645 FIFTH AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
3/A
1
form3a.xml
AMENDED INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
X0206
3/A
2021-03-24
2021-03-24
0
0001846996
MSD ACQUISITION CORP. / NEW
MSDA
0001846753
MSD SPONSOR HOLDINGS, LLC
C/O MSD ACQUISITION CORP.
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK
NY
10017
0
0
1
0
Class B ordinary shares
Class A ordinary shares
14225000
D
As described in the issuer's registration statement on Form S-1 (File No. 333-253316) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
This amendment to the Form 3 filed March 24, 2021 (the "Original Form 3") is being filed to correct the amount of Class B ordinary shares owned by the reporting person as of March 24, 2021, as the Original Form 3 inadvertently omitted 1,875,000 shares in the "Amount or Number of Shares" column.
The Class B ordinary shares owned by the reporting person include up to 1,875,000 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.
This Form 3 is being filed by MSD Sponsor Holdings, LLC, sponsor of the issuer (the "Sponsor"). The Sponsor is managed by a board of managers comprised of Gregg Lemkau, John Phelan and Robert Platek, who control the Sponsor. Accordingly, Messrs. Lemkau, Phelan and Platek have voting and investment discretion with respect to the securities held by the Sponsor, and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Lemkau, Phelan and Platek disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein
/s/ Marcello Liguori, Vice President
2022-02-16