Sec Form 13G Filing - H.I.G. Acquisition Advisors LLC filing for H.I.G. Acquisition Corp. (HIGA) - 2021-02-12

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 disclosures provided in a prior cover page.

  Names of Reporting Persons

  H.I.G. Acquisition Advisors, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  8,958,625 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  8,958,625 ⁽¹⁾⁽²⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,958,625 ⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  See footnote (2) below.

  Percent of Class Represented by Amount in Row (9)

  19.7%^(1)(2)(3)

  Type of Reporting Person (See Instructions)

  OO

See Item 4. These are the shares of the Issuer’s Class B common stock, which automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-249097). H.I.G. Acquisition Advisors, LLC is the record holder of the shares reported herein. Robby B. Wolfson and Brian D. Schwartz are the managers of H.I.G. Acquisition Advisors, LLC. As such, they may be deemed to have or share voting and dispositive power over the shares of Class B common stock held directly by H.I.G. Acquisition Advisors, LLC.

Excludes 6,185,934 shares which may be purchased by exercising warrants that are not presently exercisable.

Based on 36,394,500 shares of Class A common stock and 9,343,750 shares of Class B common stock issued and outstanding as of December 4, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2020, which subsequently decreased to 9,098,625 shares of Class B common stock issued and outstanding due to the Reporting Person’s forfeiture of 245,125 shares of Class B common stock as reported in the Reporting Person’s Form 4 filed with the Securities and Exchange Commission on on December 8, 2020.

  Names of Reporting Persons

  Robby B Wolfson

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  8,958,625 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,958,625 ⁽¹⁾⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,958,625 ⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  See footnote (2) below.

  Percent of Class Represented by Amount in Row (9)

  19.7%^(1)(2)(3)

  Type of Reporting Person (See Instructions)

  IN

See Item 4. These are the shares of the Issuer’s Class B common stock, which automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-249097). H.I.G. Acquisition Advisors, LLC is the record holder of the shares reported herein. Robby B. Wolfson and Brian D. Schwartz are the managers of H.I.G. Acquisition Advisors, LLC. As such, they may be deemed to have or share voting and dispositive power over the shares of Class B common stock held directly by H.I.G. Acquisition Advisors, LLC.

Excludes 6,185,934 shares which may be purchased by exercising warrants that are not presently exercisable.

Based on 36,394,500 shares of Class A common stock and 9,343,750 shares of Class B common stock issued and outstanding as of December 4, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2020, which subsequently decreased to 9,098,625 shares of Class B common stock issued and outstanding due to the Reporting Person’s forfeiture of 245,125 shares of Class B common stock as reported in the Reporting Person’s Form 4 filed with the Securities and Exchange Commission on on December 8, 2020.

  Names of Reporting Persons

  Brian D Schwartz

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  8,958,625 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,958,625 ⁽¹⁾⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,958,625 ⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  See footnote (2) below.

  Percent of Class Represented by Amount in Row (9)

  19.7%^(1)(2)(3)

  Type of Reporting Person (See Instructions)

  IN

See Item 4. These are the shares of the Issuer’s Class B common stock, which automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-249097). H.I.G. Acquisition Advisors, LLC is the record holder of the shares reported herein. Robby B. Wolfson and Brian D. Schwartz are the managers of H.I.G. Acquisition Advisors, LLC. As such, they may be deemed to have or share voting and dispositive power over the shares of Class B common stock held directly by H.I.G. Acquisiti on Advisors, LLC.

Excludes 6,185,934 shares which may be purchased by exercising warrants that are not presently exercisable.

Based on 36,394,500 shares of Class A common stock and 9,343,750 shares of Class B common stock issued and outstanding as of December 4, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2020, which subsequently decreased to 9,098,625 shares of Class B common stock issued and outstanding due to the Reporting Person’s forfeiture of 245,125 shares of Class B common stock as reported in the Reporting Person’s Form 4 filed with the Securities and Exchange Commission on on December 8, 2020.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Names of Persons Filing

Address of the Principal Business Office, or if none, Residence:

Citizenship

Title of Class of Securities

CUSIP Number

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 Exchange Act.

(b)   Bank as defined in Section 3(a)(b) or the Exchange Act.

(c)   Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)   Investment company registered under Section 8 of the Investment Company Act.

(e)   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 Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

Not applicable

Ownership

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification