Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 14 2024 - 4:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
(Amendment
No. 2)
Sonendo,
Inc. |
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value |
(Title
of Class of Securities)
|
|
835431206 |
(CUSIP
Number) |
|
September
30, 2024 |
(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 . |
835431206 |
|
Page
2 of 7 |
1 |
NAME
OF REPORTING PERSONS
First Light Asset Management, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
46-3521994 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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
0 |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
0 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
|
12 |
TYPE
OF REPORTING PERSON
IA |
|
|
|
|
|
|
CUSIP
No . |
835431206 |
|
Page
3 of 7 |
1 |
NAME
OF REPORTING PERSONS
Mathew P. Arens
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
State of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
30 |
|
6 |
SHARED
VOTING POWER
3,611 |
|
7 |
SOLE
DISPOSITIVE POWER
30 |
|
8 |
SHARED
DISPOSITIVE POWER
3,611 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,641 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.99% |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
CUSIP
No. |
835431206 |
|
Page
4 of 7 |
Item
1(a). |
Name
of Issuer: |
|
Sonendo,
Inc. |
|
|
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
26061
Merit Circle, Suite 102, Laguna Hills, CA 92653 |
|
|
Item
2(a). |
Name
of Person Filing: |
|
This
Schedule 13G is being jointly filed by the following:
First
Light Asset Management, LLC (the “Manager”)
Mathew
P. Arens (“Mr. Arens”) |
|
The
Manager may be deemed to be the beneficial owner of 0 of the Issuer’s shares of common stock (the “Shares”). The
Manager may be deemed to be the beneficial owner of these shares because it acts as an investment adviser to certain private funds.
Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls the Manager in his position as managing
member and majority owner of the Manager. Mr. Arens also directly holds 30 shares in an individual capacity with sole control. The
Manager and Mr. Arens are filing this Schedule 13G/A with respect to these Shares pursuant to Rule 13d-1(b) under the Act. The amounts
reported assume the exercise of 3,611 warrants by Mr. Arens, and if not for the blocker, the reporting persons would have the ability
to exercise an additional 5,608 warrants in the aggregate.
The
Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective
name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons or any of
their affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other than Section
13(d) of the Securities Exchange Act of 1934. |
|
|
Item
2(b). |
Address
of Principal Business Office or, if None, Residence: |
|
Each
of the reporting persons identified in Item 2(a) has its principal business office at:
3300
Edinborough Way, Suite 201, Edina, MN 55435 |
|
|
Item
2(c). |
Citizenship: |
|
First
Light Asset Management, LLC – Delaware limited liability company
Mathew
P. Arens – United States citizen |
|
|
Item
2(d). |
Title
of Class of Securities: |
|
Common
Stock, $0.01 par value |
|
|
Item
2(e). |
CUSIP
Number: |
|
835431206 |
|
|
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: |
|
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
☐ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
☐ |
Insurance
company as defined in Section 3(a)(19) of the 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). |
|
|
|
|
☒ |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
CUSIP
No . |
835431206 |
|
Page
5 of 7 |
|
(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)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings association
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 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |
|
|
|
|
Item 4. |
Ownership. |
|
|
|
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
|
|
(a) |
Amount beneficially
owned: |
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 3,641 |
|
|
|
|
(b) |
Percent of
class: |
|
|
First
Light Asset Management, LLC – 0.0%
Mathew
P. Arens – 0.99% |
|
|
(c) |
Number of
shares as to which such person has: |
|
|
|
|
|
(i) |
Sole power to vote or
to direct the vote |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 30 |
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 3,611 |
|
|
|
|
|
|
(iii) |
Sole power to dispose
or to direct the disposition of |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 30 |
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 3,611 |
CUSIP No
. |
835431206 |
|
Page 6 of 7 |
Item 5. |
Ownership
of Five Percent or Less of a Class. |
|
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 five percent of the class of securities, check the following ☒ |
|
|
Item 6. |
Ownership of More than
Five Percent on Behalf of Another Person. |
|
Not applicable |
|
|
Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
Not applicable |
|
|
Item 8. |
Identification and
Classification of Members of the Group. |
|
Not applicable |
|
|
Item 9. |
Notice of Dissolution
of Group. |
|
Not applicable |
|
|
Item 10. |
Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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.
|
FIRST
LIGHT ASSET MANAGEMENT, LLC
|
|
|
|
Date: |
November 14, 2024 |
|
|
|
|
|
|
By: |
/s/
Kurt T. Peterson |
|
|
Name: |
Kurt T. Peterson |
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
|
|
Date: November
14, 2024 |
|
|
|
Signature: |
/s/
Mathew P. Arens |
|
|
Name: |
Mathew P. Arens |
|
CUSIP No. |
835431206 |
|
Page
7 of 7 |
Exhibit
A
JOINT
FILING AGREEMENT
The
Undersigned agree that the statement on Schedule 13G with respect to the common stock of Sonendo, Inc, dated as of November 14, 2024,
is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| FIRST
LIGHT ASSET MANAGEMENT, LLC |
| | |
|
| By: | /s/
Kurt T. Peterson |
|
| Name: | Kurt
T. Peterson |
|
| Title: | Chief
Compliance Officer |
|
| | |
|
| | |
|
| Signature: | /s/
Mathew P. Arens |
|
| Name: | Mathew
P. Arens |
|
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