Michael Kalt - 08 Feb 2022 Form 3 Insider Report for Counter Press Acquisition Corp

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
3
Accepted by SEC
09 Mar 2022, 16:20:57 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael Kalt

Key filing fact

Michael Kalt filed Form 3 for Counter Press Acquisition Corp on 09 Mar 2022.

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.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

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Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CPAQU holding Derivative

Class B ordinary shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
08 Feb 2022
Ownership
See Footnote
Underlying class
Class A ordinary shares
Underlying amount
2,156,250
Exercise price
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

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.

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