Sec Form 13G Filing - LMR Partners LLP filing for SHUAA Partners Acquisition Corp I (SHUA) - 2024-02-12

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.

 

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR Multi-Strategy Master Fund Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR CCSA Master Fund Ltd

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR Partners LL P

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN, IA

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR Partners Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO, IA

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR Partners LLC

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO, IA

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR Partners AG

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO, IA

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

LMR Partners (DIFC) Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Arab Emirates

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO, IA

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

Ben Levine

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

CUSIP No. G81173109

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

Stefan Renold

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

 

SOLE VOTING POWER

 

0

 

6

 

SHARED VOTING POWER

 

0

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

8

 

SHARED DISPOSITIVE POWER

 

0

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

Item 1(a).

 

NAME OF ISSUER:

 

The name of the issuer is SHUAA Partners Acquisition Corp I (the “Issuer”).

Item 1(b).

 

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

The Issuer’s principal executive offices are located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008.

Item 2(a).

 

NAME OF PERSON FILING:

 

This statement is filed by:

 

(i)

 

LMR Multi-Strategy Master Fund Limited (“LMR Master Fund”), with respect to the Class A Ordinary Shares (as defined in Item 2(d)) previously held by it;

 

(ii)

 

LMR CCSA Master Fund Ltd (“LMR CCSA Master Fund”), with respect to the Class A Ordinary Shares (as defined in Item 2(d)) previously held by it;

 

(iii)

 

LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG and LMR Partners (DIFC) Limited (collectively, the “LMR Investment Managers”), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the Class A Ordinary Shares previously held by LMR Master Fund and LMR CCSA Master Fund; and

 

(iv)

 

Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities previously held by LMR Master Fund and LMR CCSA Master Fund.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(b).

 

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

Item 2(c).

 

CITIZENSHIP:

 

LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.

Item 2(d).

 

TITLE OF CLASS OF SECURITIES:

 

Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”).

Item 2(e).

 

CUSIP NUMBER:

 

G81173109

Item 3.

 

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

 

☐

 

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

 

(b)

 

☐

 

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

 

☐

 

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

 

☐

 

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

 

☒

 

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

 

☐

 

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

 

☒

 

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

 

☐

 

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

 

☐

 

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

 

☒

 

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

 

(k)

 

☐

 

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser.

Item 4.

 

OWNERSHIP.

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

Each of LMR Master Fund and LMR CCSA Master Fund does not directly hold any Class A Ordinary Shares.

Item 7.

 

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

Item 8.

 

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

Item 9.

 

NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

Item 10.

 

CERTIFICATION.

 

Each of the LMR Investment Managers and Messrs. Levine and Renold hereby certifies as follows:

 

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

Each of the LMR Investment Managers other than LMR Partners LLC hereby certifies as follows:

 

By signing below, I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an investment adviser is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

 

Each of LMR Master Fund and LMR CCSA Master Fund hereby certifies as follows:

 

By signing below each Reporting Person certifies that, to the best of his or its 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.