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
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Atlantic Avenue Acquisition Corp
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
04906P101
(CUSIP Number)
December 31, 2020
(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)
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| ☐ |
Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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* 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).
(Continued on following pages)
Page of 1 of 9
Exhibit Index on Page 8
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CUSIP # 04906P101
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
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Atlantic Avenue Partners LLC
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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4,565,0001
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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| 4,565,0001 |
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 4,565,0001 |
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Delaware limited liability company)
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1 Consists of 4,565,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Atlantic Avenue Acquisition Corp (the “Issuer”) acquirable upon conversion of 4,565,000 shares of Class B Common Stock, par
value $0.0001 per share (“Class B Common Stock”) of the Issuer.
1 Consists of 4,565,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Atlantic Avenue Acquisition Corp (the “Issuer”) acquirable upon conversion of 4,565,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer.
1 Consists of 4,565,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Atlantic Avenue Acquisition Corp (the “Issuer”) acquirable upon conversion of 4,565,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer.
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CUSIP # 04906P101
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
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Atlantic Avenue Partners GP LLC
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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4,565,0001
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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4,565,0001
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 4,565,0001 |
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 15.4% |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Delaware limited liability company)
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1 Consists of 4,565,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Atlantic Avenue Acquisition Corp (the “Issuer”) acquirable upon conversion of 4,565,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer.
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CUSIP # 04906P101
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
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Ashok Nayyar
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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4,565,0001
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 4,565,0001 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 4,565,0001 |
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 15.4% |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| IN |
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1 Consists of 4,565,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Atlantic Avenue Acquisition Corp (the “Issuer”) acquirable upon conversion of 4,565,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer.
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CUSIP # 04906P101
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Page 5 of 9
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| Item 1. |
(a) Name of Issuer
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Atlantic Avenue Acquisition Corp (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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2200 Atlantic Street
Stamford, Connecticut 06902
| Item 2. |
(a) Name of Person Filing
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The information required by this Item is set forth in Appendix 1 attached hereto and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1
by (i) Atlantic Avenue Partners LLC (“Sponsor”), (ii) Atlantic Avenue Partners GP LLC, the managing member of Sponsor (“GP”), and (iii) Ashok Nayyar, the sole and managing member of GP (“Mr. Nayyar” and, collectively, the “Reporting Persons”).
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(b)
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Address of Principal Business Office or, if none, Residence
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The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto.
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(c)
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Citizenship
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The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto.
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(d)
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Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share, of the Issuer (“Class A Common Stock”).
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(e)
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CUSIP Number
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04906P101
| 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:
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Not applicable.
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CUSIP # 04906P101
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Page 6 of 9
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| Item 4. |
Ownership.
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(a) – (c)
The information regarding ownership as set forth in Items 5-11 of pages 2-4 hereto is hereby incorporated by reference, which sets forth the information with respect to beneficial ownership of Common Stock of the
Issuer by the persons filing this Statement as of December 31, 2020 and is based upon 25,000,000 shares of Class A Common Stock reported to be outstanding as of November 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on November 12, 2020.
Represents shares of Class A Common Stock held directly by Atlantic Avenue Partners LLC. The managing member of Atlantic Avenue Partners LLC is Atlantic Avenue Partners GP LLC, which is controlled by Mr. Nayyar. Mr.
Nayyar ultimately exercises voting and dispositive power with respect to all securities owned by Atlantic Avenue Partners LLC and may be deemed to beneficially own all such securities. Each of Mr. Nayyar and Atlantic Avenue Partners GP LLC
disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certification.
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Not applicable.
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CUSIP # 04906P101
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Page 7 of 9
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: February 2, 2021
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ATLANTIC AVENUE PARTNERS LLC
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By: Atlantic Avenue Partners GP LLC, its Managing Member
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By:
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/s/ Ashok Nayyar
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Name:
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Ashok Nayyar
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Title:
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Sole and Managing Member
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ATLANTIC AVENUE PARTNERS GP LLC
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By:
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/s/ Ashok Nayyar
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Name:
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Ashok Nayyar
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Title:
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Sole and Managing Member
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ASHOK NAYYAR
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/s/ Ashok Nayyar
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Ashok Nayyar
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CUSIP # 04906P101
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Page 8 of 9
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EXHIBIT
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Exhibit
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Agreement of Joint Filing dated February 2, 2021.
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CUSIP # 04906P101
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Page 9 of 9
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Appendix 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEMS 2(b) AND (c):
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NAME OF PERSON
FILING
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PRINCIPAL BUSINESS
OFFICE ADDRESS
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PLACE OF
ORGANIZATION
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Atlantic Avenue Partners LLC
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c/o Atlantic Avenue Acquisition Corp
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Delaware limited liability company
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2200 Atlantic Street, Suite 501
Stamford, CT 06902
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Atlantic Avenue Partners GP LLC
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c/o Atlantic Avenue Acquisition Corp
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Delaware limited liability company
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2200 Atlantic Street, Suite 501
Stamford, CT 06902
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Ashok Nayyar
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c/o Atlantic Avenue Acquisition Corp
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United States citizen
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2200 Atlantic Street, Suite 501
Stamford, CT 06902
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