Statement of Ownership (sc 13g)
February 11 2022 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Pontem Corp.
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
G71707106
(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:
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*
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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.
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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).
1.
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Names of Reporting Persons
HSM-Invest
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2.
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Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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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
Switzerland
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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
8,535,000
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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
8,535,000
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,535,000(1)
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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)
9.9%(2)
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12.
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Type of Reporting Person (See Instructions)
PN
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Remarks:
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(1)
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Represents 8,535,000 shares of Class A ordinary shares issuable
in respect of 8,535,000 shares of Class B ordinary shares (“Class B Ordinary Shares”), which will automatically convert into
Class A ordinary shares of the issuer at the time of the issuer’s initial business combination transaction on a one-for-one basis,
subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution
rights and have no expiration date.
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(2)
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Calculated based on (i) 69,000,000 Class A ordinary shares outstanding
as of November 5, 2021 as reported on the Issuer’s Form 10-Q, filed on November 5, 2021 and (ii) 17,250,000 Class A ordinary shares
issuable upon conversion of the 17,250,000 Class A ordinary shares beneficially owned in respect of the Class B Ordinary Shares.
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1.
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Names of Reporting Persons
Hubertus Muehlhaeuser
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2.
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Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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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
Switzerland
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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
8,535,000
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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
8,535,000
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,535,000(1)
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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)
9.9%(2)
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12.
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Type of Reporting Person (See Instructions)
IN
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Remarks:
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(1)
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Represents 8,535,000 Class A ordinary shares issuable in respect
of 8,535,000 Class B Ordinary Shares, which will automatically convert into Class A ordinary shares of the issuer at the time of the
issuer’s initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations,
reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
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(2)
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Calculated based on (i) 69,000,000 Class A ordinary shares outstanding
as of November 5, 2021 as reported on the Issuer’s Form 10-Q, filed on November 5, 2021 and (ii) 17,250,000 Class A ordinary shares
issuable upon conversion of the 17,250,000 Class A ordinary shares beneficially owned in respect of the Class B Ordinary Shares.
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Item 1(a).
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Name of Issuer
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Pontem Corporation
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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1140 Avenue of the Americas, 9th Floor
New York, NY 10036
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Item 2(a).
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Names of Persons Filing
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
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(ii)
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Hubertus Muehlhaeuser
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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For HSM-Invest, Hubertus Muehlhaeuser:
Hurdnerstrasse 60 CH-8640
Hurden, Switzerland
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Item 2(c).
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Citizenship
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See responses to Item 4 on each cover page.
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Item 2(d).
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Title of Class of Securities
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Class A ordinary shares
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Item 2(e).
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CUSIP Number
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G71707106
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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(n):
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Not Applicable.
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(a)
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Amount beneficially
owned: See responses to Item 9 on each cover page.
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(b)
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Percent of
Class: See responses to Item 11 on each cover page.
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(c)
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Number of shares
as to which the Reporting Person has:
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(i)
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Sole power to vote or to direct the vote:
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See responses to Item 5 on each cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See responses to Item 6 on each cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See responses to Item 7 on each cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See responses to Item 8 on each cover page.
HSM-Invest directly holds
8,535,000 Class B ordinary shares. Hubertus Muehlhaeuser controls HSM-Invest, and, as such, has voting and investment discretion with
respect to the securities held by HSM-Invest. Mr. Muehlhaeuser may be deemed to have beneficial ownership of the securities held by HSM-Invest.
This Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered
by this Statement.
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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 Group
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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.
Dated: February 11, 2022
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HSM-INVEST
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By:
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/s/ Hubertus Muehlhaeuser
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Name:
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Hubertus Muehlhaeuser
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Title:
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Partner
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