FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JOBSON CHARLES E
2. Issuer Name and Ticker or Trading Symbol

Thrive Acquisition Corp [ THAC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O THRIVE ACQUISITION CORPORATION, RIVERSIDE CTR, 275 GROVE ST, SUITE 2-400
3. Date of Earliest Transaction (MM/DD/YYYY)

1/30/2023
(Street)

NEWTON, MA 02466
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares  (1)1/30/2023  J     3154667   (1) (1)Class A Ordinary Shares 3154667  (1)1 I (2)See Footnote (2)

Explanation of Responses:
(1) On January 18, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association and in connection with the winding up of the Issuer, the 3,154,667 Class B ordinary shares, par value $0.0001, held by the Thrive Acquisition Sponsor LLC (the "Sponsor") were surrendered for no compensation on January 30, 2023.
(2) The Sponsor is the record holder of the reported securities. The Reporting Person shares control of the Sponsor. As a result, the Reporting Person may be deemed to share beneficial ownership of the shares held by the Sponsor. The Reporting Person disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein.

Remarks:
After giving effect to the Issuer's delisting and deregistration, the Reporting Person is no longer subject to Section 16 reporting obligations.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
JOBSON CHARLES E
C/O THRIVE ACQUISITION CORPORATION
RIVERSIDE CTR, 275 GROVE ST, SUITE 2-400
NEWTON, MA 02466
XXChief Executive Officer

Signatures
/s/ Benjamin Kao as attorney in fact for Charles Jobson3/2/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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