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biote Corp. — Major Shareholding Notification 2021
Mar 11, 2021
33946_mrq_2021-03-11_47df1ad3-521f-4d26-8def-f6c821398fd7.zip
Major Shareholding Notification
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SC 13G 1 ff186707-sc13g_northerstar.htm Licensed to: Fried Frank Document created using EDGARfilings PROfile 7.3.2.0 Copyright 1995 - 2021 Broadridge
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Haymaker Acquisition Corp. III
Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
42087R108
(CUSIP Number)
March 4, 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 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).
** See Item 2(e).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Capital LLC | ||
| 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 | |
| 901,631 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 901,631 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 901,631 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 2.8% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IA |
(1) Based on 31,750,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) outstanding as of March 5, 2021, as reflected in the prospectus filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Emanuel J. Friedman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (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 | |
| 901,631 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 901,631 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 901,631 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 2.8% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Debt Opportunities Master Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☒ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
| 0 | ||
| 6 | SHARED VOTING POWER | |
| 839,362 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 839,362 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 839,362 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 2.6% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Debt Opportunities GP, LLC | ||
| 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 | |
| 839,362 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 839,362 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 839,362 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 2.6% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021). .
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Debt Opportunities Master Fund II, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☒ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| 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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021)
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Debt Opportunities II GP, LLC | ||
| 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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021)
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Tactical Opportunities Fund LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☒ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
| 0 | ||
| 6 | SHARED VOTING POWER | |
| 14,260 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 14,260 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,260 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.04% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF Tactical Opportunities GP LLC | ||
| 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 | |
| 14,260 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 14,260 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,260 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.04% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF SPAC Investments Fund LP | ||
| 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 | |
| 23,936 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 23,936 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 23,936 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.1% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021).
CUSIP No. 42087R108 13G
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| EJF SPAC Investments GP LLC | ||
| 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 | |
| 23,936 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 23,936 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 23,936 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.1% (1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
(1) Based on 31,750,000 shares of Class A Common Stock outstanding as of March 4, 2021, as reflected in the prospectus filed by the Issuer with the SEC on March 3, 2021 (indicating that there would be 30,000,000 shares of Class A Common Stock outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters did not exercise their over-allotment option) and the Form 8-K filed by the Issuer with the SEC on March 5, 2021 (indicating that the Issuer’s initial public offering closed on March 4, 2021, with the underwriters purchasing an additional 1,750,000 units pursuant to the over-allotment option on March 5, 2021)
Item 1. (a) Name of Issuer
Haymaker Acquisition Corp. III
Item 1. (b) Address of Issuer’s Principal Executive Offices
50 Madison Avenue, Floor 12
New York, NY 10022
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
(i) EJF Capital LLC;
(ii) Emanuel J. Friedman;
(iii) EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);
(iv) EJF Debt Opportunities GP, LLC;
(v) EJF Debt Opportunities Master Fund II, LP (the “Debt Fund II”);
(vi) EJF Debt Opportunities II GP, LLC;
(vii) EJF Tactical Opportunities Fund LP (the “Tactical Fund”);
(viii) EJF Tactical Opportunities GP LLC;
(ix) EJF SPAC Investments Fund LP (the “SPAC Fund”); and
(x) EJF SPAC Investments GP LLC.
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
The address of the principal business office of each Reporting Person is:
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
Item 2. (e) CUSIP Number
42087R108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
| (a) | Amount beneficially owned: | |
|---|---|---|
| See Item 9 of the attached cover pages. | ||
| (b) | Percent of class: | |
| See Item 11 of the attached cover pages. | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: | |
| See Item 5 of the attached cover pages. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Item 6 of the attached cover pages. | ||
| (iii) | Sole power to dispose or to direct the disposition: | |
| See Item 7 of the attached cover pages. | ||
| (iv) | Shared power to dispose or to direct the disposition: | |
| See Item 8 of the attached cover pages. |
Each of the Debt Fund, the Debt Fund II, the Tactical Fund, and the SPAC Fund is the beneficial owner of the Class A Common Stock shown on Item 9 of its respective cover page, in each case as a result of owning an equivalent number of the Issuer’s Units, each of which consists of one share of Class A Common Stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock on the terms set forth in the warrant agreement governing the warrants, and will become exercisable upon the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering.
EJF Debt Opportunities GP, LLC is the general partner of the Debt Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Debt Fund is the record owner.
EJF Debt Opportunities II GP, LLC is the general partner of the Debt Fund II and an investment manager of an affiliate thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Debt Fund II is the record owner.
EJF Tactical Opportunities GP, LLC is the general partner of the Tactical Fund and an affiliate thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Tactical Fund is the record owner.
EJF SPAC Investments GP LLC is the general partner of the SPAC Fund and may be deemed to share beneficial ownership of the Class A Common Stock of which the SPC Fund is the record owner.
EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II GP, LLC, EJF Tactical Opportunities GP, LLC, and EJF SPAC Investments GP LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which such entities may share beneficial ownership. EJF Capital LLC also serves as the investment manager of a managed account and may be deemed to share beneficial ownership of the 24,073 shares of Class A Common Stock of which the managed account is the record owner.
Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which EJF Capital LLC may share beneficial ownership.
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 each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
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
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.
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.
Dated: March 11, 2021
| EJF CAPITAL LLC | |
|---|---|
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EMANUEL J. FRIEDMAN | |
|---|---|
| By: | /s/ Emanuel J. Friedman |
| Name: Emanuel J. Friedman |
| EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |
|---|---|
| By: | EJF DEBT OPPORTUNITIES GP, LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF DEBT OPPORTUNITIES GP, LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |
|---|---|
| By: | EJF DEBT OPPORTUNITIES II GP, LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF DEBT OPPORTUNITIES II GP, LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF TACTICAL OPPORTUNITIES FUND LP | |
|---|---|
| By: | EJF TACTICAL OPPORTUNITIES GP LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF TACTICAL OPPORTUNITIES GP LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF SPAC INVESTMENTS FUND LP | |
|---|---|
| By: | EJF SPAC INVESTMENTS GP LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF SPAC INVESTMENTS GP LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, EJF Tactical Opportunities Fund, LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Tactical Opportunities GP, LLC, a Delaware limited liability company, EJF SPAC Investments Fund LP, a Delaware limited partnership, and EJF SPAC Investments GP LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: March 11, 2021
| EJF CAPITAL LLC | |
|---|---|
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EMANUEL J. FRIEDMAN | |
|---|---|
| By: | /s/ Emanuel J. Friedman |
| Name: Emanuel J. Friedman |
| EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |
|---|---|
| By: | EJF DEBT OPPORTUNITIES GP, LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF DEBT OPPORTUNITIES GP, LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |
|---|---|
| By: | EJF DEBT OPPORTUNITIES II GP, LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF DEBT OPPORTUNITIES II GP, LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF TACTICAL OPPORTUNITIES FUND LP | |
|---|---|
| By: | EJF TACTICAL OPPORTUNITIES GP LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF TACTICAL OPPORTUNITIES GP LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF SPAC INVESTMENTS FUND LP | |
|---|---|
| By: | EJF SPAC INVESTMENTS GP LLC |
| Its: | General Partner |
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |
| EJF SPAC INVESTMENTS GP LLC | |
|---|---|
| By: | EJF CAPITAL LLC |
| Its: | Manager and Sole Member |
| By: | /s/ David Bell |
| Name: David Bell | |
| Title: General Counsel |