Amended Statement of Ownership (sc 13g/a)
April 15 2022 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Pacifico Acquisition
Corp.
(Name of Issuer)
Common stock,
$0.0001 par value per share
(Title of Class of Securities)
69512X103
(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:
☐ 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 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. 69512X103
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Pacifico Capital LLC |
| 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
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
1,652,500 |
| 6. |
SHARED VOTING POWER
0 |
| 7. |
SOLE DISPOSITIVE POWER
1,652,500 |
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,652,500 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
22.0% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP
No. 69512X103
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Edward Cong Wang |
| 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
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
1,662,500(1) |
| 6. |
SHARED VOTING POWER
0 |
| 7. |
SOLE DISPOSITIVE POWER
1,662,500(1) |
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,662,500(1) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
22.2% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | Includes
1,652,500 shares held through Pacifico Capital LLC and 10,000 shares held directly. |
CUSIP
No. 69512X103
Item 1.
| (a) |
Name
of Issuer
Pacifico Acquisition Corp. |
| |
|
| (b) |
Address of Issuer’s Principal Executive
Offices
c/o Pacifico Capital LLC
521 Fifth Avenue, 17th Floor
New York, NY 10175 |
Item 2.
| (a) |
Name of Person Filing:
Pacifico Capital LLC
Edward Cong Wang |
| |
|
| (b) |
Address of the Principal Office or, if none, residence
521 Fifth Avenue, 17th Floor
New York, NY 10175 |
| |
|
| (c) |
Citizenship
Pacifico Capital LLC – Delaware
Edward Cong Wang – United States |
| |
|
| (d) |
Title of Class of Securities
Common Stock |
| |
|
| (e) |
CUSIP Number
69512X103 |
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:
N/A
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:
Pacifico Capital LLC – 1,652,500
Edward Cong Wang – 1,662,500. Includes
1,652,500 shares held through Pacifico Capital LLC and 10,000 shares held directly. |
| |
|
| (b) |
Percent of class:
Pacifico Capital LLC – 22.0%
Edward Cong Wang – 22.2%
The foregoing percentages are based on 7,495,000
shares of common stock outstanding as of December 31, 2021. |
CUSIP
No. 69512X103
(c)
Number of shares as to which the person has:
| |
(i) |
Sole power to vote or to direct the vote
Pacifico Capital LLC – 1,652,500
Edward Cong Wang – 1,662,500 |
| |
|
|
| |
(ii) |
Shared power to vote or to direct the vote
Pacifico Capital LLC – 0
Edward Cong Wang – 0 |
| |
|
|
| |
(iii) |
Sole power to dispose or to direct the disposition
of
Pacifico Capital LLC – 1,652,500
Edward Cong Wang – 1,662,500 |
| |
|
|
| |
(iv) |
Shared power to dispose or to direct the disposition
of
Pacifico Capital LLC – 0
Edward Cong Wang – 0 |
Item 5. Ownership of Five Percent
or Less of a Class.
N/A
Item 6. Ownership of More than Five
Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification
of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
CUSIP
No. 69512X103
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: April 15, 2022
| |
Pacifico Capital LLC |
| |
|
|
| |
By: |
/s/ Edward Cong Wang |
| |
|
Edward Cong Wang, Director |
| |
|
|
| |
Edward Cong Wang |
| |
|
|
| |
By: |
/s/ Edward Cong Wang |
| |
|
Individually |
CUSIP
No. 69512X103
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(K)(1)
The undersigned hereby consent and agree to the
joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the common stock held in the form
of Units of Pacifico Acquisition Corp. together with any or all amendments thereto, when and if required. The parties hereto further consent
and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the
same into such Schedule 13G.
This Joint Filing Statement may be terminated
by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.
Dated: April 15, 2022
| |
Pacifico Capital LLC |
| |
|
|
| |
By: |
/s/ Edward Cong Wang |
| |
|
Edward Cong Wang, Director |
| |
|
|
| |
Edward Cong Wang |
| |
|
|
| |
By: |
/s/ Edward Cong Wang |
| |
|
Individually |
7
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