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
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
Sonendo, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
835431107
(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)
[ X ] 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 disclosures provided in a prior cover
page.
The information required on 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. 835431107
13G
Page 2 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pura Vida Investments, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
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
4,976,591*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
4,976,591*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,976,591*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%**
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. 835431107
13G
Page 3 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Efrem Kamen
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
4,976,591*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
4,976,591**
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,976,591*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%**
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 835431107
13G
Page 4 of 7 Pages
Item 1.
(a)
Name of Issuer
Sonendo, Inc.
(b)
Address of Issuers Principal Executive Offices
26061 Merit Circle, Suite 102, Laguna Hills, CA 92653
Item 2.
(a)
Name of Person Filing
Pura Vida Investments, LLC
Efrem Kamen
(collectively, the "Filers").
(b)
The address of the principal place of the Filers is located at:
Pura Vida Investments, LLC
512 West 22nd Street, 7th Floor
New York, NY 10011
(c)
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d)
Title of Class of Securities
Common Stock, $0.001 par value per share
(e)
CUSIP Number
03837C106
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 240.13d-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. 78o).
(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)
[x]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations 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)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 835431107
13G
Page 5 of 7 Pages
Item 4. Ownership.
(a) Amount beneficially owned: Pura Vida Investments LLC
4,976,591* shares Efrem Kamen 4,976,591* shares
(b) Percent of class: Pura Vida Investments LLC 9.99%**
Efrem Kamen 9.99%**
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote Pura
Vida Investments LLC 4,976,591* shares Efrem Kamen 4,976,591*
shares
(iii) Sole power to dispose or to direct the disposition of
0 (iv) Shared power to dispose or to direct the disposition
of Pura Vida Investments, LLC 4,976,591* shares Efrem Kamen
4,976,591* shares
*Shares reported herein are owned by Pura Vida Master Fund, Ltd.
(the "Pura Vida Master Fund"), Pura Vida X Fund LP (the "Pura Vida X Fund)
and certain separately managed accounts (the "Managed Accounts,"
collectively the "Client Accounts"). Pura Vida Investments,
LLC ("PVI") serves as the investment manager or sub-adviser to
the Client Accounts. Efrem Kamen serves as the Managing Member of PVI.
Efrem Kamen serves as the managing member of PVI. By virtue of these
relationships, the Reporting Persons may be deemed to have
shared voting and dispositive power with respect to the Shares
owned directly by the Pura Vida Master Fund and the Managed Accounts.
This report shall not be deemed an admission that the
Reporting Persons are beneficial owners of the Shares for
purposes of Section 13 of the Securities Exchange Act of 1934,
as amended, or for any other purpose. Each of the Reporting
Persons disclaims beneficial ownership of the Shares reported
herein except to the extent of the Reporting Persons pecuniary
interest therein.
**The percentages herein are calculated based upon 49,756,666
shares of Common Stock of the Issuer outstanding per the Issuers
Form 10-Q filed with the Securities and Exchange Commission on
November 9, 2022 and 59,300 shares of Common Stock of the Issuer
issuable upon exercise of warrants owned by the Reporting Person,
which have been added to the total shares of Common Stock of the x
Issuer outstanding pursuant to Rule 12d-3(d)(3) under the Act.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
CUSIP No. 835431107
13G
Page 6 of 7 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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.
Exhibits.
Exhibit A Joint Filing Agreement.
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: February 14, 2023
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member
CUSIP No. 835431107
13G
Page 7 of 7 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned hereby consent and agree to file
a joint statement on Schedule 13G under the Securities
Exchange Act of 1934, as amended, with respect to
the Pura Vida Investments, LLC. beneficially owned by
them, together with any or all amendments thereto, when
and if appropriate. The parties hereto further consent
this Statement pursuant to Rule 13d-1(k)(1)(iii) as
an exhibit to Schedule 13G, thereby incorporating
the same into such Schedule 13G.
Dated: February 14, 2023
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member