Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 10:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Natural Order Acquisition
Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
63889L107
(CUSIP Number)
December 31, 2020
(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:
63889L107
1
|
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
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ontario, Canada
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
450,545
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7
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SOLE
DISPOSITIVE POWER
0
|
8
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SHARED
DISPOSITIVE POWER
450,545
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,545
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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
1.6% (1)
|
12
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TYPE
OF REPORTING PERSON
PN, IA, FI
|
(1)
|
This calculation is rounded to the nearest tenth and is based upon
28,750,000 shares of common stock outstanding as of November 15, 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.
|
CUSIP:
63889L107
1
|
NAME
OF REPORTING PERSON
RP Select Opportunities Master Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ
|
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
19,423
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7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
19,423
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,423
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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
0.1 (1)
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based upon
28,750,000 shares of common stock outstanding as of November 15, 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.
|
CUSIP:
63889L107
1
|
NAME
OF REPORTING PERSON
RP Debt Opportunities Fund Ltd.
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
|
6
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SHARED
VOTING POWER
6,474
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7
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SOLE
DISPOSITIVE POWER
0
|
8
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SHARED
DISPOSITIVE POWER
6,474
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,474
|
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
0.0% (1)
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based upon
28,750,000 shares of common stock outstanding as of November 15, 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.
|
CUSIP:
63889L107
1
|
NAME
OF REPORTING PERSON
RP Alternative Global Bond Fund
|
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
|
SHARED
VOTING POWER
6,473
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
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SHARED
DISPOSITIVE POWER
6,473
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,473
|
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
0.0% (1)
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based upon
28,750,000 shares of common stock outstanding as of November 15, 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.
|
CUSIP:
63889L107
1
|
NAME
OF REPORTING PERSON
RP SPAC Fund
|
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
|
SHARED
VOTING POWER
418,175
|
7
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SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
418,175
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,175
|
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
1.5% (1)
|
12
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TYPE
OF REPORTING PERSON
FI
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based upon
28,750,000 shares of common stock outstanding as of November 15, 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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Natural
Order 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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30
Colpitts Road, Weston, MA 02493
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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 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, RP Select Opportunities Master Fund
Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund.
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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Common
Stock
63889L107
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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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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
shares of common stock, par value $0.0001 per share (the “Shares”) of Natural Order Acquisition Corp., a blank check company
incorporated in Delaware (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 450,545 Shares, or 1.6% of the 28,750,000 Shares issued and
outstanding as of November 15, 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:
|
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 Persons have ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ☒.
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ITEM
6:
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not
applicable.
|
ITEM
7:
|
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:
|
Identification
and Classification of Members of the Group:
|
Not
applicable.
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ITEM
9:
|
Notice
of Dissolution of a Group:
|
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.
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:
|
Chief Executive Officer, RP Investment
Advisors
|
|
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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:
|
/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:
|
/s/
Richard Pilosof
|
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Name:
|
Richard Pilosof
|
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Title:
|
Chief Executive
Officer, RP Investment Advisors
|
|
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LP
by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
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RP ALTERNATIVE GLOBAL BOND FUND
|
|
|
|
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By:
|
/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 SPAC FUND
|
|
|
|
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By:
|
/s/
Richard Pilosof
|
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Name:
|
Richard Pilosof
|
|
Title:
|
Chief Executive
Officer, RP Investment Advisors
|
|
|
LP
by its General Partner RP Investment Advisors GP Inc.
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EXHIBIT
INDEX
11
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