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"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
WAVERLEY CAPITAL ACQUISITION CORP. 1
|
|
(Name of Issuer)
|
|
Class A ordinary shares, par value $0.0001 per share
|
|
(Title of Class of Securities)
|
|
G06536125**
|
|
(CUSIP Number)
|
|
August 20, 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:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
**The Class A ordinary shares currently have no CUSIP number. The CUSIP number for the units, each of which consists of one share of
the Issuer’s Class A ordinary shares and one-third of one redeemable warrant, is G06536125.
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. G06536125
|
13G
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Page 2 of 10 Pages
|
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1
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NAMES OF REPORTING PERSONS
|
|
||
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SteelMill Master Fund LP
|
|
|||
|
|
||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
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(a)☐
|
||||
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(b)☐
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|
|||
|
3
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SEC USE ONLY
|
|
||
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|
|
|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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Cayman Islands
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|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
|
|
|
0
|
|
|||
|
|
||||
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6
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SHARED VOTING POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
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7
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SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
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|
||||
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8
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SHARED DISPOSITIVE POWER
|
|
||
|
1,480,000
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|
|||
|
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
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1,480,000
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
||
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7.4%
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|
|||
|
|
||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||
|
PN
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|
|||
|
|
||||
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CUSIP No. G06536125
|
13G
|
Page 3 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
PointState Holdings LLC
|
|
|||
|
|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
||||
|
(b)☐
|
|
|||
|
3
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SEC USE ONLY
|
|
||
|
|
|
|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Delaware
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|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|||
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
7.4%
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
OO
|
|
|||
|
|
||||
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CUSIP No. G06536125
|
13G
|
Page 4 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
PointState Capital LP
|
|
|||
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
||||
|
(b)☐
|
|
|||
|
3
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SEC USE ONLY
|
|
||
|
|
|
|||
|
|
||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|||
|
|
||||
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6
|
SHARED VOTING POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
7.4%
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
IA and PN
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|
|||
|
|
||||
|
CUSIP No. G06536125
|
13G
|
Page 5 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
PointState Capital 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
|
|
|
|
0
|
|
|||
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
7.4%
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
OO
|
|
|||
|
|
||||
|
CUSIP No. G06536125
|
13G
|
Page 6 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
Zachary J. Schreiber
|
|
|||
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
||||
|
(b)☐
|
|
|||
|
3
|
SEC USE ONLY
|
|
||
|
|
|
|||
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
United States
|
|
|||
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|||
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
1,480,000
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
7.4%
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
IN
|
|
|||
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|
||||
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Item 1. (a)
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Name of Issuer
|
The name of the issuer is Waverley Capital Acquisition Corp. 1 (the “Company”).
|
Item 1. (b)
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Address of Issuer’s Principal Executive Offices
|
The Company’s principal executive offices are located at 535 Ramona Street, Suite #8, Palo Alto, CA 94301.
|
Item 2. (a)
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Name of Person Filing
|
This statement is filed by:
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(i)
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SteelMill Master Fund LP, a Cayman Islands exempted limited partnership (“SteelMill”);
|
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(ii)
|
PointState Holdings LLC, a Delaware limited liability company (“PointState Holdings”), which serves as the general partner of SteelMill;
|
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(iii)
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PointState Capital LP, a Delaware limited partnership (“PointState”), which serves as the investment manager to SteelMill;
|
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(iv)
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PointState Capital GP LLC, a Delaware limited liability Company (“PointState GP”), which serves as the general partner of PointState;
and
|
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(v)
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Zachary J. Schreiber (“Mr. Schreiber”), an individual, who serves as managing member of PointState Holdings and PointState GP.
|
The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.
|
Item 2. (b)
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Address of Principal Business Office or, if None, Residence
|
The address of the business office of each of the Reporting Persons is care of PointState Capital LP, 40 West 57th Street, 25th Floor, New York, NY 10019.
|
Item 2. (c)
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Citizenship
|
SteelMill is organized under the laws of the Cayman Islands. PointState Holdings, PointState and PointState GP are organized under the laws of the State of Delaware. Mr. Schreiber is a citizen of the United
States of America.
|
Item 2. (d)
|
Title of Class of Securities
|
Class A ordinary shares, $0.0001 par value (“Ordinary Shares”).
|
Item 2. (e)
|
CUSIP Number
|
The Ordinary Shares currently have no CUSIP number. The CUSIP number for the units, each of which consists of one share of the Issuer’s Ordinary Shares and one-third of one redeemable warrant, is G06536125.
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not Applicable.
|
Item 4.
|
Ownership
|
The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
The percentages used herein are calculated based upon 20,000,000 Ordinary Shares reported to be outstanding in the Company’s Prospectus filed
pursuant to Rule 424(b)(4), as filed with the Securities and Exchange Commission on August 23, 2021, after giving effect to the completion of the offering and assuming no exercise of the underwriter’s over-allotment option.
|
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 each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
☐
|
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
|
The information in Items 2 and 4 is hereby incorporated by reference.
|
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.
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: August 30, 2021
|
STEELMILL MASTER FUND LP
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
| Name: Zachary J. Schreiber | |||
|
Title: Managing Member of PointState Holdings LLC,
the general partner of SteelMill Master Fund LP
|
|||
|
POINTSTATE HOLDINGS LLC
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
| Name: /s/ Zachary J. Schreiber | |||
| Title: Managing Member |
|||
|
POINTSTATE CAPITAL LP
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||
|
Title: Managing Member of PointState Holdings LLC,
the general partner of SteelMill Master Fund LP
|
|||
|
POINTSTATE CAPITAL GP LLC
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||
|
Title: Managing Member
|
|||
|
ZACHARY J. SCHREIBER
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||
EXHIBIT 99.1
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Ordinary Shares of Waverley Capital Acquisition Corp. 1 is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXECUTED this 30th day of August 2021.
|
STEELMILL MASTER FUND LP
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: Zachary J. Schreiber | |||
|
Title: Managing Member of PointState Holdings LLC,
the general partner of SteelMill Master Fund LP
|
|||
|
POINTSTATE HOLDINGS LLC
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||
| Title: Managing Member | |||
|
POINTSTATE CAPITAL LP
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||
| Title: Managing Member | |||
|
POINTSTATE CAPITAL GP LLC
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||
| Title: Managing Member | |||
|
ZACHARY J. SCHREIBER
|
|||
|
|
By:
|
/s/ Zachary J. Schreiber | |
| Name: /s/ Zachary J. Schreiber | |||