Key facts
- This page summarizes Michael Kalt's Form 3 filing for Counter Press Acquisition Corp.
- 0 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 09 Mar 2022, 16:20.
Key filing fact
Ownership activity is grounded in SEC Form 3 disclosures.
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
No transaction description listed
Additional SEC filing notes
Footnote F1
As described in the Issuer's registration statement on Form S-1 (File No. 333-261788) (the "Issuer's Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of Counter Press Acquisition Corporation (the "Issuer") will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share (the "Class A Shares") of the Issuer, on the first day following the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment.
Footnote F2
Counter Press Sponsor LLC (the "Sponsor") owns 2,156,250 Class B Shares, which includes up to 281,250 shares of Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is not exercised. Such Class B Shares are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement.
Footnote F3
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.
Footnote F4
Michael Kalt is the co-managing member of the Sponsor and has shared voting and dispositive power over the Class B Shares directly owned by the Sponsor. Michael Kalt is the Chief Financial Officer and director of the Issuer. As a result of the foregoing, Michael Kalt may be deemed to beneficially own the shares held by the Sponsor. Michael Kalt disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.