Statement of Ownership (sc 13g)
February 14 2022 - 4:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Ahren
Acquisition Corp.
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Titles
of Class of Securities)
G01322109
(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 of 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, as amended (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
No. G01322109
|
Schedule
13G
|
Page
2 of 9
|
|
1
|
NAME
OF REPORTING PERSON
AACS
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
7,279,950
(1)(2)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
7,279,950
(1)(2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,279,950
(1)(2)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%
(3)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
(1)
|
AACS
LP is the record holder of the securities reported herein. AACS GP is the general partner of AACS LP and shares voting and investment
discretion with respect to the ordinary shares held of record by AACS LP. Alice Newcombe-Ellis is the director of AACS GP and shares
voting and investment discretion with respect to the ordinary shares held of record by AACS LP. Each of AACS GP and Alice Newcombe-Ellis
disclaims any beneficial ownership of the securities held by AACS LP other than to the extent of any pecuniary interest it or she, as
applicable, may have therein, directly or indirectly.
|
|
|
(2)
|
AACS
LP owns 7,279,950 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A ordinary shares
as described under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File
No.333-261334) and have no expiration date.
|
|
|
(3)
|
Based
on 29,999,800 Class A Ordinary Shares and 7,499,950 Class B Ordinary Shares outstanding as of December 17, 2021.
|
|
CUSIP
No. G01322109
|
Schedule
13G
|
Page
3 of 9
|
|
1
|
NAME
OF REPORTING PERSON
AACS
GP
|
|
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
7,279,950
(1)(2)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
7,279,950
(1)(2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,279,950
(1)(2)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%
(3)
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
|
|
(1)
|
AACS
LP is the record holder of the securities reported herein. AACS GP is the general partner of AACS LP and shares voting and investment
discretion with respect to the ordinary shares held of record by AACS LP. Alice Newcombe-Ellis is the director of AACS GP and shares
voting and investment discretion with respect to the ordinary shares held of record by AACS LP. Each of AACS GP and Alice Newcombe-Ellis
disclaims any beneficial ownership of the securities held by AACS LP other than to the extent of any pecuniary interest it or she, as
applicable, may have therein, directly or indirectly.
|
|
|
(2)
|
AACS
LP owns 7,279,950 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A ordinary shares
as described under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File
No.333-261334) and have no expiration date.
|
|
|
(3)
|
Based
on 29,999,800 Class A Ordinary Shares and 7,499,950 Class B Ordinary Shares outstanding as of December 17, 2021.
|
|
CUSIP
No. G01322109
|
Schedule
13G
|
Page
4 of 9
|
|
1
|
NAME
OF REPORTING PERSON
Alice
Newcombe-Ellis
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
|
6
|
SHARED
VOTING POWER
7,279,950
(1)(2)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
7,279,950
(1)(2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,279,950
(1)(2)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%
(3)
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
(1)
|
AACS
LP is the record holder of the securities reported herein. AACS GP is the general partner of AACS LP and shares voting and investment
discretion with respect to the ordinary shares held of record by AACS LP. Alice Newcombe-Ellis is the director of AACS GP and shares
voting and investment discretion with respect to the ordinary shares held of record by AACS LP. Each of AACS GP and Alice Newcombe-Ellis
disclaims any beneficial ownership of the securities held by AACS LP other than to the extent of any pecuniary interest it or she, as
applicable, may have therein, directly or indirectly.
|
|
|
(2)
|
AACS
LP owns 7,279,950 Class B Ordinary Shares of the Issuer, which are convertible for shares of the Issuer’s Class A ordinary shares
as described under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File
No.333-261334) and have no expiration date.
|
|
|
(3)
|
Based
on 29,999,800 Class A Ordinary Shares and 7,499,950 Class B Ordinary Shares outstanding as of December 17, 2021.
|
|
CUSIP
No. G01322109
|
Schedule
13G
|
Page
5 of 9
|
Item
1(a). Name of Issuer:
Ahren
Acquisition Corp.
Item
1(b). Address of Issuer’s Principal Executive Offices:
Boundary
Hall, Cricket Square
Grand
Cayman, KY1-1102
Cayman
Islands
Item
2(a). Name of Person Filing:
This
statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is as follows:
Boundary
Hall, Cricket Square
Grand
Cayman, KY1-1102
Cayman
Islands
Item
2(c). Citizenship:
See
responses to Item 4 on each cover page.
Item
2(d). Titles of Classes of Securities:
Class
A Ordinary Shares, par value $0.0001 per share.
Item
2(e). CUSIP Number:
G01322109
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(n):
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the
Exchange Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Exchange Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
☐
|
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
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|
(f)
|
☐
|
Employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
|
|
(g)
|
☐
|
Parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
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|
(h)
|
☐
|
Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
|
|
(i)
|
☐
|
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)
|
☐
|
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
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|
(k)
|
☐
|
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
.
Item
4. Ownership
|
|
(a)
|
Amount beneficially owned:
|
See
responses to row 9 on each cover page.
See
responses to row 11 on each cover page.
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See
responses to row 5 on each cover page.
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
See
responses to row 6 on each cover page.
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
See
responses to row 7 on each cover page.
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
See
responses to row 8 on each cover page.
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 the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Persons
other than AACS LP, AACS GP and Alice Newcombe-Ellis have the right to receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the reported securities.
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.
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 14, 2022
|
|
AACS
LP
By:
AACS GP, its general partner
|
|
|
|
|
|
By:
|
/s/ Alice
Newcombe-Ellis
|
|
|
Name:
|
Alice Newcombe-Ellis
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
AACS GP
|
|
|
|
|
|
By:
|
/s/ Alice
Newcombe-Ellis
|
|
|
Name:
|
Alice Newcombe-Ellis
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
/s/ Alice
Newcombe-Ellis
|
|
|
Name:
|
Alice Newcombe-Ellis
|
Exhibit
Index
Page 9 of 9
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