Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
EF HUTTON ACQUISITION CORPORATION I
(Name of Issuer)
Units, consisting of one share of Common Stock, $0.0001 par value, one redeemable Warrant, and one right
|
(Title of Class of Securities)
28201D109
|
(CUSIP Number)
December 31, 2022
|
(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)
|
☒ |
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 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).
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 2 of 20
|
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
|
|
|
|
495,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
495,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
495,000(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)
|
|
|
||
3.4%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Represents 495,000 units of EF Hutton Acquisition Corporation I (the “Issuer”), which consist of one share of Common Stock, $0.0001 par value, one redeemable Warrant, and one right to receive one-eighth (1/8) of one share of Common
Stock upon the consummation of a qualifying business combination, held directly by OCM Value SPAC Holdings, L.P.
|
(2)
|
All calculations of percentage ownership herein are based on an aggregate of 14,632,500 shares of Common Stock of the Issuer outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed on November 10, 2022.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 3 of 20
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Value SPAC Holdings II, 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
|
|
|
|
495,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
495,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|||
495,000(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)
|
|
|
||
3.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Represents 495,000 units of the Issuer, which consist of one share of Common Stock, $0.0001 par value, one redeemable Warrant, and one right to receive one-eighth (1/8) of one share of Common Stock upon the consummation of a qualifying
business combination, held directly by OCM Value SPAC Holdings II, L.P.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 4 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the general partner of OCM Value SPAC Holdings, L.P. and OCM Value SPAC Holdings II, L.P.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 5 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 6 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYP
E OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 7 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990
,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 8 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 9 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 10 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
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.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 11 of 20
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Corporation
|
|
|
|||
|
|
||||
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(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)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
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.
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 12 of 20
|
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
|
|
|
|
990,000(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
990,000(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN S
HARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
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 Corporation (f/k/a Brookfield Asset Management, Inc.).
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 13 of 20
|
Item 1(a). |
Name of Issuer:
|
EF Hutton Acquisition Corporation I (the “Issuer”)
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
48 Bridge Street, Building A, Metuchen, New Jersey 08840
Item 2(a)-(c). |
Name of Person Filing; Address of Principal Business Office; and Citizenship
|
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
i)
|
OCM Value SPAC Holdings, L.P., a Delaware limited partnership (“OCM Value SPAC”), in its capacity as the direct owner of 495,000 units of the Issuer;
|
ii) |
OCM Value SPAC Holdings II, L.P., a Delaware limited partnership (“OCM Value SPAC II”), in its capacity as the direct owner of 495,000 units of the Issuer;
|
iii) |
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of each of OCM Value SPAC and OCM Value SPAC II;
|
iv) |
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;
|
v) |
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
vi) |
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
vii) |
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as the managing member of Holdings I;
|
viii) |
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings;
|
ix) |
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;
|
x) |
Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of OCG, in its capacity as such; and
|
xi) |
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 Brookfield.
|
The address of the principal business office of Brookfield and of the BAM Partnership is Brookfield Place, Suite 300, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3. The address of the principal business office of other Reporting
Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
Item 2(d). |
Title of Class of Securities:
|
Units, consisting of one share of Common Stock, $0.0001 par value, one redeemable Warrant, and one right to receive one-eighth (1/8) of one share of Common Stock upon the consummation of a qualifying business
combination.
Item 2(e). |
CUSIP Number:
|
28201D109
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 14 of 20
|
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:
|
This Item 3 is not applicable.
Item 4. |
Ownership:
|
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
OCM Value SPAC directly holds 495,000 units, consisting of one share of Common Stock $0.0001 par value, one redeemable Warrant, and one right to receive one-eighth (1/8) of one share of Common Stock upon the
consummation of a qualifying business combination of Issuer, constituting approximately 3.4% of the Issuer’s total outstanding units and has the sole power to vote and dispose of such shares.
OCM Value SPAC II directly holds 495,000 units, consisting of one share of Common Stock $0.0001 par value, one redeemable Warrant, and one right to receive one-eighth (1/8) of one share of Common Stock upon the
consummation of a qualifying business combination of Issuer, constituting approximately 3.4% of the Issuer’s total outstanding units and has the sole power to vote and dispose of such shares.
Fund GP, in its capacity as the general partner of each of OCM Value SPAC and OCM Value SPAC II, has the ability to direct the management of each of OCM Value SPAC’s and OCM Value SPAC II’s business regarding the vote
and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, Fund GP may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC
II; therefore, GP I may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC
II; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
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 each of OCM Value SPAC and OCM
Value SPAC II; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
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 each of OCM Value SPAC and OCM
Value SPAC II; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
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 each of OCM Value SPAC and OCM Value SPAC
II; therefore, OCG may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPACII.
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 each of OCM Value SPAC and OCM Value SPAC
II; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 15 of 20
|
Brookfield, 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 each of OCM Value SPAC and OCM Value SPAC II; therefore Brookfield may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.
BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the
decisions of Brookfield regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore BAM Partnership may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value
SPAC and OCM Value SPAC II.
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 16 of 20
|
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 14,632,500 units of the Issuer outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed on November
10, 2022, after giving effect to the completion of the Issuer’s initial public offering on November 10, 2022 and the concurrent sale of the Issuer’s private placement units.
Item 5. |
Ownership of Five Percent or Less of a Class:
|
Item 5 is not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
|
This Item 6 is not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
This Item 7 is not applicable.
Item 8. |
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
Item 9. |
Notice of Dissolution of Group:
|
This Item 9 is 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, other than activities solely in connection with a nomination under §240.14a-11.
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 17 of 20
|
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: February 14, 2023
|
||
OCM VALUE SPAC HOLDINGS, L.P.
|
||
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Authorized Signatory
|
|
OCM VALUE SPAC HOLDINGS II, L.P. | ||
By: | Oaktree Fund GP I, L.P. | |
Its: | General Partner | |
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Authorized Signatory | |
OAKTREE FUND GP, LLC
|
||
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
Managing Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Authorized Signatory
|
|
OAKTREE FUND GP I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Authorized Signatory
|
|
OAKTREE CAPITAL I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 18 of 20
|
OCM HOLDINGS I, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 19 of 20
|
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava
|
|
Name:
|
Swati Mandava
|
|
Title:
|
Senior Vice President Legal & Regulatory
|
BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
|
||
By:
|
/s/ Kathy Sarpash
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Secretary
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 20 of 20
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|