Sec Form 13G Filing - Rocket Internet Growth Opportunities Sponsor GmbH filing for Rocket Internet Growth Opportunities Corp. (RKTA) - 2022-02-11

The remainder of this cover page shall be filled out of 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.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Rocket Internet Growth Opportunities Sponsor GmbH

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  OO

As described in the registration statement (the “Registration Statement”) on Form S-1 (File No. 333-252913) of Rocket Internet Growth Opportunities Corp. (the “Issuer”), the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 Class B ordinary shares directly held by Rocket Internet Growth Opportunities Sponsor GmbH (the “Sponsor”). Atrium 122. Europaische VV SE (“Atrium”) is the sole shareholder of the Sponsor. Brillant 3087. SE & Co. Verwaltungs KG (“Brillant”), the sole shareholder of Atrium, is controlled by Rocket Internet SE (“Rocket Internet”). Rocket Internet is controlled by Global Founders GmbH (“Global Founders”), which is controlled by Rocata GmbH (“Rocata”). Zerena GmbH (“Zerena”) is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of Rocket Internet Growth Opportunities Corp. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Atrium 122. Europaische VV SE

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  CO

As described in the Registration Statement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 shares of Class B ordinary shares directly held by the Sponsor. Atrium is the sole shareholder of the Sponsor. Brillant, the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders, which is controlled by Rocata. Zerena is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of the Issuer. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Brillant 3087. SE & Co. Verwaltungs KG

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  OO

As described in the Registration Statement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 shares of Class B ordinary shares directly held by the Sponsor. Atrium is the sole shareholder of the Sponsor. Brillant, the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders, which is controlled by Rocata. Zerena is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of the Issuer. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Rocket Internet SE

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  CO

As described in the Registration Statement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 shares of Class B ordinary shares directly held by the Sponsor. Atrium is the sole shareholder of the Sponsor. Brillant, the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders, which is controlled by Rocata. Zerena is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of the Issuer. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Global Founders GmbH

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  OO

As described in the Registration Statement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 shares of Class B ordinary shares directly held by the Sponsor. Atrium is the sole shareholder of the Sponsor. Brillant, the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders, which is controlled by Rocata. Zerena is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of the Issuer. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Rocata GmbH

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  OO

As described in the Registration Statement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warra nts of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 shares of Class B ordinary shares directly held by the Sponsor. Atrium is the sole shareholder of the Sponsor. Brillant, the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders, which is controlled by Rocata. Zerena is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of the Issuer. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

  NAME OF REPORTING PERSON OR

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Zerena GmbH

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Federal Republic of Germany

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,675,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,675,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,675,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  20.0%

  TYPE OF REPORTING PERSON

  OO

As described in the Registration Statement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the Registration Statement.

Does not include 4,893,333 Class A ordinary shares issuable upon the exercise of 4,893,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

Represents 6,675,000 shares of Class B ordinary shares directly held by the Sponsor. Atrium is the sole shareholder of the Sponsor. Brillant, the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders, which is controlled by Rocata. Zerena is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of the Issuer. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Titles of Classes of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

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

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

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

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

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

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

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

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).

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

Group in accordance with §240. 13d-1(b)(1)(ii)(K).

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

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.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.