Statement of Ownership (sc 13g)
February 09 2022 - 01:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
ESM Acquisition Corporation
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per
share
(Title of Class of Securities)
G3195H120
(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:
| * |
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.
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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).
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 2 of 10 Pages |
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1 |
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NAMES OF REPORTING PERSONS
ESM Sponsor, LP
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐ (b) ☐
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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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
0 shares
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6 |
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SHARED VOTING POWER
7,673,516 shares
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7 |
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SOLE DISPOSITIVE POWER
0 shares
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8 |
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SHARED DISPOSITIVE POWER
7,673,516 shares
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,673,516 shares
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see Instructions)
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
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12 |
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TYPE OF REPORTING PERSON (see Instructions)
OO
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 3 of 10 Pages |
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1 |
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NAMES OF REPORTING PERSONS
John T. Raymond
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐ (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
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
0 shares
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6 |
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SHARED VOTING POWER
7,673,516 shares
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7 |
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SOLE DISPOSITIVE POWER
0 shares
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8 |
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SHARED DISPOSITIVE POWER
7,673,516 shares
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,673,516 shares
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see Instructions)
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
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12 |
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TYPE OF REPORTING PERSON (see Instructions)
IN
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 4 of 10 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Sir Michael Davis
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐ (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
United Kingdom and South Africa
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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
0 shares
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6 |
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SHARED VOTING POWER
7,673,516 shares
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7 |
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SOLE DISPOSITIVE POWER
0 shares
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8 |
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SHARED DISPOSITIVE POWER
7,673,516 shares
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,673,516 shares
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see Instructions)
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
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12 |
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TYPE OF REPORTING PERSON (see Instructions)
IN
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 5 of 10 Pages |
ESM Acquisition Corporation
| (b) |
Address of Issuer’s Principal Executive Offices:
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2229 San Felipe, Suite 1300, Houston, TX 77019
| (a) |
Name of Person Filing:
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ESM Sponsor, LP
John T. Raymond
Sir Michael Davis
| (b) |
Address of Principal Business Office or, if none,
Residence:
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2229 San Felipe, Suite 1300, Houston, TX 77019
ESM Sponsor, LP is a Cayman Islands exempted limited
partnership.
John T. Raymond is a United States citizen.
Sir Michael Davis is a citizen of both the United Kingdom and South
Africa.
| (d) |
Title of Class of Securities:
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Class A ordinary shares, par value $0.0001 per share
G3195H120
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 6 of 10 Pages |
| 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:
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| (a) |
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o); |
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| (b) |
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c); |
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| (c) |
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c); |
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| (d) |
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Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| (e) |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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| (f) |
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); |
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| (g) |
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
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| (h) |
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A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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| (i) |
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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); |
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| (j) |
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A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| (k) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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(a) |
Amount beneficially owned: 7,673,516 shares
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(b) |
Percent of class: 20.0%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 0 shares
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(ii) |
Shared power to vote or to direct the vote: 7,673,516
shares
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(iii) |
Sole power to dispose or to direct the disposition: 0
shares
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(iv) |
Shared power to dispose or to direct the disposition:
7,673,516 shares
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As of November 18, 2021, ESM Acquisition Corporation (the
“Issuer”) had 30,694,067 Class A ordinary shares, $0.0001 par
value (“Class A ordinary shares”) and 7,673,516 Class B
ordinary shares, $0.0001 par value (“Class B ordinary
shares”), issued and outstanding as reported on Form 10-Q filed on November 18, 2021,
for a total of 38,367,583 ordinary shares outstanding. The
Class B ordinary shares are convertible into Class A
ordinary shares as described under the heading “Description of
Securities—Ordinary Shares—Founder Shares” in the Issuer’s
prospectus filed on March 9, 2021 (File No. 333- 253359) and have no
expiration date.
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 7 of 10 Pages |
ESM Sponsor, LP (the “Sponsor”) is the record holder of the
Class B ordinary shares. The general partner of the Sponsor is
wholly-owned by EMG Fund V ESM Holdings, LP (“ESM Holdings”) and
controlled by John T. Raymond as the sole member of the general
partner of ESM Holdings’ general partner and as the sole member of
the general partner of ESM Holdings’ manager. The limited partners
of the Sponsor are ESM Holdings, EMG ESM Limited Partner, LP (“ESM
LP”) and Vision Blue Resources, Ltd. (“VBR”). Under the terms
of the Sponsor’s organizational documents, the limited partners
have certain voting and investment control over the Sponsor. John
T. Raymond controls EMG Fund V Management, LP, which is the manager
of ESM Holdings and is the sole member and Chief Executive Officer
of EMG Fund V, LLC, the general partner of EMG Fund V GP, LP, the
general partner of ESM Holdings, and the sole member and Chief
Executive Officer of EMG ESM Limited Partner GP, LLC, the general
partner of ESM LP. Sir Michael Davis is Chairman and Chief
Executive Officer of VBR. As a result of the foregoing, each of
John T. Raymond and Sir Michael Davis may be deemed to beneficially
own shares held by the Sponsor. Each of ESM Holdings, ESM LP and
VBR disclaims beneficial ownership of the securities held by the
Sponsor except to the extent of their pecuniary interest
therein.
| Item 5. |
Ownership of 5 Percent or Less of a Class
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check
the following ☐
| Item 6. |
Ownership of More than 5 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.
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| CUSIP No. G3195H120 |
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SCHEDULE 13G |
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Page 8 of 10 Pages |
Not Applicable.
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.
Date: February 9, 2022
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ESM Sponsor, LP
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By: ESM Sponsor GP, LLC
Its general partner
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By:
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/s/ Sir Michael Davis
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Name:
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Sir Michael Davis
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Title:
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Chief Executive Officer
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By:
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/s/ John T. Raymond
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John T. Raymond
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By:
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/s/ Sir Michael Davis
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Sir Michael Davis
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