Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 10:59AM
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)*
Tekkorp Digital Acquisition Corp.
Class
A ordinary shares, $0.0001 par value
(Title
of Class of Securities)
G8739H106
(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.
|
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 (the “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:
G8739H106
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1
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NAME
OF REPORTING PERSON
RP
Investment Advisors LP
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|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
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|
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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
Ontario, Canada
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NUMBER OF
SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
1,412,071
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
1,412,071
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,071
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
(1)
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12
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TYPE
OF REPORTING PERSON
PN, IA, FI
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|
|
(1)
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This calculation is rounded
to the nearest tenth and is based upon 25,000,000 shares of Class A ordinary shares issued and outstanding as of November 12, 2021, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
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CUSIP:
G8739H106
|
1
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NAME OF REPORTING PERSON
RP Select Opportunities Master Fund Ltd.
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
|
3
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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
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6
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SHARED VOTING POWER
463,541
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
463,541
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,541
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
(1)
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12
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TYPE
OF REPORTING PERSON
FI
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|
|
(1)
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This calculation is rounded
to the nearest tenth and is based upon 25,000,000 shares of Class A ordinary shares issued and outstanding as of November 12, 2021, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
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CUSIP:
G8739H106
|
1
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NAME OF REPORTING PERSON
RP Debt Opportunities Fund Ltd.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ
|
|
|
3
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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
|
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
109,268
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
109,268
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,268
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
(1)
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12
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TYPE
OF REPORTING PERSON
FI
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|
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(1)
|
This calculation is rounded
to the nearest tenth and is based upon 25,000,000 shares of Class A ordinary shares issued and outstanding as of November 12, 2021, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
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CUSIP:
G8739H106
|
1
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NAME OF REPORTING PERSON
RP Alternative Global Bond Fund
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
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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
Canada
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NUMBER OF
SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
18,783
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
18,783
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,783
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
(1)
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12
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TYPE
OF REPORTING PERSON
FI
|
|
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(1)
|
This calculation is rounded
to the nearest tenth and is based upon 25,000,000 shares of Class A ordinary shares issued and outstanding as of November 12, 2021, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
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CUSIP:
G8739H106
|
1
|
NAME OF REPORTING PERSON
RP SPAC Fund
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ
|
|
|
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
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SHARED VOTING POWER
820,479
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
820,479
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,479
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
(1)
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12
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TYPE
OF REPORTING PERSON
FI
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|
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(1)
|
This calculation is rounded
to the nearest tenth and is based upon 25,000,000 shares of Class A ordinary shares issued and outstanding as of November 12, 2021, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
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ITEM
1(a):
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Name
of Issuer:
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Tekkorp
Digital Acquisition Corp. (the “Issuer”)
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ITEM
1(b):
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Address
of Issuer’s Principal Executive Offices:
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1980
Festival Plaza Drive, Ste #300
Las
Vegas, NV 83195
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ITEM 2(a):
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Name
of Person Filing:
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This statement is jointly
filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd.,
RP Alternative Global Bond Fund and RP SPAC Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative
Global Bond Fund and RP SPAC Fund (the “Funds”) are the record and direct beneficial owners of the securities covered by
this statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned by, the
Funds.
Each reporting person declares
that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes
of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons
may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g)
of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed
or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose
of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer
or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
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ITEM 2(b):
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Address
of Principal Business Office or, if None, Residence:
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The
address of the principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
See
Item 4 on the cover page(s) hereto.
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ITEM 2(d):
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Title
of Class of Securities:
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Class
A ordinary shares
G8739H106
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ITEM
3:
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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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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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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☐
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A
savings association 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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☐
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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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☐
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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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☐
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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 Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
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(a)
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Amount
Beneficially Owned: See Item 9 on the cover page(s) hereto.
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(b)
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Percent
of Class: See Item 11 on the cover page(s) hereto.
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(c)
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Number
of Shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
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(ii)
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Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
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(iii)
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Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
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(iv)
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Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
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*
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The Class A ordinary shares, par value $0.0001 per share (the
“Shares”) of Tekkorp Digital Acquisition Corp., a blank check company incorporated in the Cayman Islands (the “Issuer”),
reported herein are held by RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund
and RP SPAC Fund (the “Funds”), which are managed by RP Investment Advisors LP, an Ontario limited partnership (the “Advisor”).
The Advisor, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of
all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Advisor may be deemed to beneficially own
an aggregate of 1,412,071 Shares, or 5.6% of the 25,000,000 Shares issued and outstanding as of November 12, 2021, as reported by the
Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
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This report shall not be deemed an admission that
the Advisor, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the
Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership
of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.
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ITEM
5:
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Ownership
of Five Percent or Less of a Class:
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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:
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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 a Group:
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Not
applicable.
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.
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.
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Dated:
February 11, 2022
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RP
Investment Advisors LP
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By:
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/s/
Richard Pilosof
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Name:
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Richard
Pilosof
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Title:
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Chief
Executive Officer, RP Investment Advisors LP by
its General Partner RP Investment Advisors GP Inc.
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RP
Select Opportunities Master Fund Ltd.
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By:
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/s/
Richard Pilosof
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Name:
|
Richard
Pilosof
|
|
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Title:
|
Chief
Executive Officer, RP Investment Advisors LP by
its General Partner RP Investment Advisors GP Inc.
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RP
Debt Opportunities Fund Ltd.
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By:
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/s/
Richard Pilosof
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Name:
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Richard
Pilosof
|
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Title:
|
Chief
Executive Officer, RP Investment Advisors LP by
its General Partner RP Investment Advisors GP Inc.
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RP
ALTERNATIVE GLOBAL BOND FUND
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By:
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/s/
Richard Pilosof
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Name:
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Richard
Pilosof
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|
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Title:
|
Chief
Executive Officer, RP Investment Advisors LP by
its General Partner RP Investment Advisors GP Inc.
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RP
SPAC FUND
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By:
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/s/
Richard Pilosof
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Name:
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Richard
Pilosof
|
|
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Title:
|
Chief
Executive Officer, RP Investment Advisors LP by
its General Partner RP Investment Advisors GP Inc.
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EXHIBIT
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