Statement of Ownership (sc 13g)
February 14 2022 - 4:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
JOFF Fintech
Acquisition Corp.
(Name
of Issuer)
Class
A common stock, par value $0.0001 per share
(Title
of Class of Securities)
46592C100
(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 disclosures provided in a prior cover page.
The information
required on 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.
46592C100
|
1.
|
Names
of Reporting Persons
JOFF Fintech Holdings LP.
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|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
|
SEC Use
Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
|
Sole
Voting Power
10,350,000 (1)
|
|
6.
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Shared
Voting Power
0
|
|
7.
|
Sole
Dispositive Power
10,350,000 (1)(2)
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|
8.
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Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,350,000
(1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote
(2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP 46592C100
|
1.
|
Names
of Reporting Persons
Joel
Leonoff
|
|
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
Canada
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
10,350,000
(1)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
10,350,000
(1)(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,350,000
(1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote
(2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
CUSIP 46592C100
|
1.
|
Names
of Reporting Persons
Hillel
Frankel
|
|
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
Canada
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
10,350,000
(1)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
10,350,000
(1)(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,350,000
(1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote
(2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
(1)
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See Item 4. These
are the Issuer’s shares of Class B common stock held directly by JOFF Fintech Holdings
LP (the “Sponsor”), which will automatically convert into the Issuer’s
shares of Class A common stock at the time of the Issuer’s initial business combination
and as more fully described under the heading “Description of Securities-Founder Shares”
in the Issuer’s registration statement on Form S-1 (File No. 333-252227). Each of Joel
Leonoff and Hillel Frankel are the managing members of Joeleo GP Services LLC (the “Sponsor
GP”), which is the general partner of the Sponsor. Consequently, each of them may be
deemed the beneficial owner of the shares held by the Sponsor and share voting and dispositive
control over such securities.
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(2)
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Excludes 6,853,333
shares which may be purchased by exercising warrants that are not presently exercisable.
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(3)
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Based on 41,400,000
shares of Class A common stock and 10,350,000 shares of Class B common stock issued and outstanding
as of November 19, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission (the “Commission”) on November 19,
2021, and assuming the conversion of all the shares of Class B common stock held by the Sponsor.
|
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Item 1(a).
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Name of Issuer
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JOFF
Fintech Acquisition Corp. (the “Issuer”)
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Item 1(b).
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Address of the Issuer’s
Principal Executive Offices
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c/o
Ellenoff Grossman & Schole LLP
1345
Avenue of the Americas
New
York, NY 10105
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Item 2(a).
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Names of Persons Filing
|
JOFF
Fintech Holdings LP, Joel Leonoff and Hillel Frankel (collectively, the “Reporting Persons”)
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Item 2(b).
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Address of the Principal
Business Office, or if none, Residence:
|
c/o
Ellenoff Grossman & Schole LLP
1345
Avenue of the Americas
New
York, NY 10105
JOFF
Fintech Holdings LP is a limited partnership formed in Delaware. Each of Joel Leonoff and Hillel Frankel is a citizen of Canada.
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Item 2(d).
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Title of Class of Securities
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Class
A common stock, $0.0001 par value per share.
The
shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The shares of Class B common
stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the
“Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class
A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial
public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class
B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an
as-converted bases, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all
shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent
warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).
46592C100
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Item 3.
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If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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☐
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(a) Broker or Dealer registered
under Section 15 of the Exchange Act.
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☐
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(b) Bank as defined in Section
3(a)(b) or the Exchange Act.
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☐
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(c) Insurance company as defined
in Section 3(a)(19) of the Exchange Act.
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☐
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(d) Investment company registered
under Section 8 of the Investment Company Act.
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☐
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(e) An Investment adviser in
accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f) An employee benefit plan
or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g) A Parent Holding Company
or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h) A Savings Association as
defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i) A Church Plan that is excluded
from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
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☐
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(j) Group, in accordance with
Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
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The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2021, the Reporting Persons may be deemed to beneficially own 10,350,000 of the Issuer’s shares of Class B
common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion of
all the shares of Class B common stock of the Reporting Persons. The shares of Class B common stock are automatically convertible
into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination on a one-for-one
basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the
Issuer’s registration statement on Form S-1 (File No. 333-252227).
The
percentage of the shares of Class B common stock held by the Reporting Persons is based on 41,400,000 shares of Class A common stock
issued and outstanding as of November 19, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission
on November 19, 2021 and assuming the conversion of all the shares of Class B common stock held by the Sponsor.
The
Sponsor is the record holder of the Class B common stock reported herein. Joel Leonoff and Hillel Frankel are the managing members of
Joeleo GP Services LLC (the “Sponsor GP”), which is the general partner of the Sponsor and has voting and investment discretion
with respect to the shares of Class B common stock held by the Sponsor. As such, each of Sponsor GP, Messrs. Leonoff and Frankel may
be deemed to have beneficial ownership of such shares of Class B common stock held directly by the Sponsor. Each such person or entity
disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein,
directly or indirectly.
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Item 5.
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Ownership of Five Percent
or Less of a Class
|
Not
Applicable
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person
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Not
Applicable
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not
Applicable
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Item 8.
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Identification and Classification
of Members of the Group
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Not
Applicable
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Item 9.
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Notice of Dissolution of
Group
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Not
Applicable
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
14, 2022
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JOFF
FINTECH HOLDINGS LP.,
a Delaware
limited partnership
|
|
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By:
|
/s/ Joel
Leonoff
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Name:
|
Joel Leonoff
|
|
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Title:
|
Managing Member of Joeleo GP
Services LLC, the general partner of JOFF Fintech Holdings LP.
|
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By:
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/s/ Hillel
Frankel
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Name:
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Hillel Frankel
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Title:
|
Managing Member of Joeleo GP
Services LLC, the general partner of JOFF Fintech Holdings LP
|
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/s/ Joel
Leonoff
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Joel Leonoff
|
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/s/ Hillel
Frankel
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Hillel Frankel
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
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