Sec Form 13G Filing - Brookfield Oaktree Holdings LLC (OAK) filing for DUET ACQUISITION CORP (DUET) - 2022-05-12

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one redeemable warrant

26431Q106

January 20, 2022

1	NAMES OF REPORTING PERSONS
	OCM Value SPAC Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Represents 500,000 shares of Class A common stock, $0.0001 per share par value of DUET Acquisition Corp. (the “Issuer”) held directly by OCM Value SPAC Holdings, L.P.

(2)

All calculations of percentage ownership herein are based on an aggregate of 9,101,250 shares of Class A common stock, $0.0001 per share par value, as of March 15, 2022 (consisting of 8,625,000 shares of Class A common stock underlying units sold in the Issuer’s initial public offering consummated on January 24, 2022 (the “IPO”), 390,000 shares of Class A common stock underlying units sold in a private placement concurrent with the IPO and 86,250 shares of Class A common stock delivered to the underwriters in connection with the IPO), as reported in the Issuer’s Annual Report on Form 10-K filed by the Issuer on March 30, 2022.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of OCM Value SPAC Holdings, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

1	NAMES OF REPORTING PERSONS
	OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			500,000(1)
		< div style="font-size: 18pt;font-weight: bold;text-align: center">6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC.

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			500,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			500,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the sole owner of the class B Limited Voting Shares of Brookfield Asset Management, Inc.

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a)-(c).

Name of Person Filing; Address of Principal Business Office; and Citizenship

i)

OCM Value SPAC Holdings, L.P., a Delaware limited partnership (“OCM Value SPAC”), in its capacity as the direct owner of 500,000 shares of Class A common stock of the Issuer;

ii)

Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of OCM Value SPAC;

iii)

Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;

iv)

Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

v)

OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

vi)

Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as the managing member of Holdings I;

vii)

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings;

viii)

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the indirect owner of the class B units of OCG;

ix)

Brookfield Asset Management Inc., an Ontario corporation (“BAM”), in its capacity as the indirect owner of the class A units of OCG; and

x)

BAM Partners Trust, a trust established under the laws of Ontario (the “BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

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:

Item 4.

Ownership:

< div style="margin-left: 36pt">Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, OCG may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

OCGH GP, in its capacity as the managing member of OCG, has the ability to direct the management of Holdings’ business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

BAM, in its capacity as the indirect owner of the class A units of OCG, has the ability to appoint and remove certain directors of OCG, and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by OCM Value SPAC; therefore BAM may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

The BAM Partnership, which is the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint one half of the board of directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by OCM Value SPAC; therefore the BAM Partnership may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the units, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.  All calculations of percentage ownership herein are based on an aggregate of 9,101,250 shares of Class A common stock, $0.0001 per share par value, as of March 15, 2022 (consisting of 8,625,000 shares of Class A common stock underlying units sold in the Issuer’s initial public offering consummated on January 24, 2022 (the “IPO”), 390,000 shares of Class A common stock underlying units sold in a private placement concurrent with the IPO and 86,250 shares of Class A common stock delivered to the underwriters in connection with the IPO), as reported in the Issuer’s Annual Report on Form 10-K filed by the Issuer on March 30, 2022.

 

 

This Item 5 is not applicable.

 

 

This Item 6 is not applicable.

 

 

This Item 7 is not applicable.

 

 

This Item 8 is not applicable.

 

 

This Item 9 is not applicable.

 

 

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, other than activities solely in connection with a nomination under §240.14a-11.

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.

 

Date: May 13, 2022

 

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