Sec Form 13G Filing - Belong Acquisition Sponsor LLC filing for Belong Acquisition Corp. (BLNG) - 2022-02-08

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.   )*

 

 

Belong Acquisition Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

08069M 102

(CUSIP Number)

 

December 31, 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 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).

 

 

 

CUSIP No. 08069M 102

 

1.		Names of reporting persons.   Belong Acquisition Sponsor, LLC
2.		Check the appropriate box if a member of a group (see instructions)   (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   4,437,500**
		7.		Sole dispositive power   0
		8.		Shared dispositive power   4,437,500**

9.		Aggregate amount beneficially owned by each reporting person   4,437,500**
10.		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)   N/A
11.		Percent of class represented by amount in Row (9)   22.8%
12.		Type of reporting person (see instructions)   OO

 

**

See Item 4 of this filing.

 

 

CUSIP No. 08069M 102

 

1.		Names of reporting persons.    Jennifer Deason
2.		Check the appropriate box if a member of a group (see instructions)   (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   4,437,500**
		7.		Sole dispositive power   0
		8.		Shared dispositive power   4,437,500**

9.		Aggregate amount beneficially owned by each reporting person   4,437,500**
10.		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)   N/A
11.		Percent of class represented by amount in Row (9)   22.8%
12.		Type of reporting person (see instructions)   IN

 

**

See Item 4 of this filing.

 

 

CUSIP No. 08069M 102

 

1.		Names of reporting persons.    Peter Saldarriaga
2.		Check the appropriate box if a member of a group (see instructions)   (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   4,437,500**
		7.		Sole dispositive power   0
		8.		Shared dispositive power   4,437,500**

9.		Aggregate amount beneficially owned by each reporting person   4,437,500**
10.		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)   N/A
11.		Percent of class represented by amount in Row (9)   22.8%
12.		Type of reporting person (see instructions)   IN

 

**

See Item 4 of this filing.

 

  

 Item 1.  

 

(a)

Name of Issuer

 

Belong Acquisition Corp. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices

 

202 Washington Street, Suite 401

Brookline, MA 02445

 

Item 2.  

 

(a)

Name of Person Filing

 

(1)

Belong Acquisition Sponsor, LLC

 

(2)

Jennifer Deason

 

(3)

Peter Saldarriaga (collectively, the “Reporting Persons”)

 

(b)

Address of Principal Business Office or, if none, Residence

 

The business address of each of the Reporting Persons is c/o Belong Acquisition Corp., 202 Washington Street, Suite 401, Brookline, MA 02445. 

 

(c)

Citizenship

 

Belong Acquisition Sponsor, LLC is a Delaware limited liability company. Each of Ms. Deason and Mr. Saldarriaga is a United States citizen.

 

(d)

Title of Class of Securities

 

Class A common stock, par value $0.0001 per share

 

(e)

CUSIP Number

 

08069M 102

 

Item 3.

If this statement is filed pursuant to §§240.13d-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)	¨	An investment adviser 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 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)	¨	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:

 

Item 4.

Ownership.

  

The information required by Items 4(a)-(c) is set forth in Rows 1 and 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. The beneficial ownership percentage for each Reporting Person is based on 19,437,500 of the Issuer’s common shares outstanding as of November 15, 2021.

 

Belong Acquisition Sponsor, LLC (the “Sponsor”) is the direct beneficial owner of 550,000 shares of the Issuer’s Class A common stock and 3,887,500 shares of the Issuer’s Class B common stock. The shares of Class B common stock held by the Sponsor will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents.

 

The Sponsor is co-managed by Ms. Deason and Mr. Saldarriaga. As a result of the foregoing, each of Ms. Deason and Mr. Saldarriaga may be deemed to share voting and investment power over the Issuer’s common shares held directly by the Sponsor. Each of Ms. Deason and Mr. Saldarriaga disclaims beneficial ownership of these securities, except to the extent of his or her pecuniary interest therein.

 

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.

 

See Item 4.

 

Item 7.

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

 

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.

Certifications

 

N/A

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

February 8, 2022

 

BELONG ACQUISITION SPONSOR, LLC

 

	By:	/s/ Jennifer Deason
	Name:	Jennifer Deason
	Title:	Manager

 

	/s/ Jennifer Deason
	Jennifer Deason
	/s/ Peter Saldarriaga
	Peter Saldarriaga

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall 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 and 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.

 

DATED as of February 8, 2022

 

BELONG ACQUISITION SPONSOR, LLC

 

	By:	/s/ Jennifer Deason
	Name:	Jennifer Deason
	Title:	Manager

 

	/s/ Jennifer Deason
	Jennifer Deason
	/s/ Peter Saldarriaga
	Peter Saldarriaga

 

 

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