Filing Details

Accession Number:
0001564590-22-004786
Form Type:
13G Filing
Publication Date:
2022-02-10 19:00:00
Filed By:
Scp & Co Sponsor Llc
Company:
Scp & Co Healthcare Acquisition Co
Filing Date:
2022-02-11
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
SCP CO Sponsor 5,750,000 0 5,750,000 0 5,750,000 20%
Scott Feuer 0 5,750,000 0 5,750,000 5,750,000 20%
Bryan Crino 0 5,750,000 0 5,750,000 5,750,000 20%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

SCP & CO Healthcare Acquisition Company

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

 

784065 104

(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 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 (“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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 784065 104

 

Page 2 of 8

 

 

 

(1)

Names of reporting persons

 

SCP & CO Sponsor, LLC

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

Delaware

Number of

(5)

Sole voting power

 

5,750,000 (1)

shares

beneficially

owned by

(6)

Shared voting power

 

0

each

reporting

person

(7)

Sole dispositive power

 

5,750,000  (1)(2)

with:

(8)

Shared dispositive power

 

0

(9)

Aggregate amount beneficially owned by each reporting person

 

5,750,000  (1)(2)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

See footnote (2) below.

(11)

Percent of class represented by amount in Row (9)

 

20%(1)(2)(3)

(12)

Type of reporting person (see instructions)

 

OO

 

 


 

CUSIP No. 784065 104

 

Page 3 of 8

 

 

(1)

Names of reporting persons

 

Scott Feuer

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

United States

Number of

(5)

Sole voting power

 

0

shares

beneficially

owned by

(6)

Shared voting power

 

5,750,000  (1)

each

reporting

person

(7)

Sole dispositive power

 

0

with:

(8)

Shared dispositive power

 

5,750,000  (1)(2)

(9)

Aggregate amount beneficially owned by each reporting person

 

5,750,000  (1)(2)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

See footnote (2) below.

(11)

Percent of class represented by amount in Row (9)

 

20%(1)(2)(3)

(12)

Type of reporting person (see instructions)

 

IN

 


 

CUSIP No. 784065 104

 

Page 4 of 8

 

 

(1)

Names of reporting persons

 

Bryan Crino

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

United States

Number of

(5)

Sole voting power

 

0

shares

beneficially

owned by

(6)

Shared voting power

 

5,750,000  (1)

each

reporting

person

(7)

Sole dispositive power

 

0

with:

(8)

Shared dispositive power

 

5,750,000  (1)(2)

(9)

Aggregate amount beneficially owned by each reporting person

 

5,750,000  (1)(2)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

See footnote (2) below.

(11)

Percent of class represented by amount in Row (9)

 

20%(1)(2)(3)

(12)

Type of reporting person (see instructions)

 

IN

 

 

 

(1)

See Item 4. These are the Issuer’s shares of Class B common stock, which will automatically convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-249137 and 252312). Each of Scott Feuer and Bryan Crino are the managing members of SCP & CO Sponsor, LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by the Sponsor and share voting and dispositive control over such securities.

 

 

(2)

Excludes 8,100,000 shares which may be purchased by exercising warrants that are not presently exercisable.

 

 

(3)

Based on 23,0000,000 shares of Class A common stock issued and outstanding as of November 17, 2021 as reported in the Issuer’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2021 and assuming the conversion of all the shares of Class B common stock held by SCP & CO Sponsor, LLC.

 


 

CUSIP No. 784065 104

 

Page 5 of 8

 

 

 

 

Item 1(a).

Name of Issuer

 

SCP & CO Healthcare Acquisition Company (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

2909 W Bay to Bay Blvd., Suite 300

Tampa, FL, 33629

 

Item 2(a).

Names of Persons Filing

 

Scott Feuer and Bryan Crino (collectively, the “Reporting Persons”)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

2909 W Bay to Bay Blvd., Suite 300

Tampa, FL, 33629

 

Item 2(c).

Citizenship

 

Each of Scott Feuer and Bryan Crino is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities

 

Class A common stock, $0.0001 par value per share.

 

The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons own shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to SCP & CO Sponsor, LLC or its affiliates upon conversion of loans made to the Issuer).

 

Item 2(e).

CUSIP Number

 

784065104

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a) Broker or Dealer registered under Section 15 of the Exchange Act.

 

 

 

 

(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

 

 

 

 

(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 

 

 

 

(d) Investment company registered under Section 8 of the Investment Company Act.

 

 

 

 

(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

 

 

 

 

(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

 

 

 

 

CUSIP No. 784065 104

 

Page 6 of 8

 

 

(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

 

 

(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

 

 

 

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

 

 

 

 

(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

 

 

 

 

 

Not applicable

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 5,750,000 shares of the Issuer of Class B common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the shares of Class B common stock of the Reporting Persons. The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-249137 and 333-252312).

 

The percentage of the shares of Class B common stock held by the Reporting Persons is based on 23,000,000 shares of Class A common stock issued and outstanding as of November 17, 2021 as reported in the Issuer’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2021 and assuming the conversion of all the shares of Class B common stock held by SCP & CO Sponsor, LLC.

 

SCP & CO Sponsor, LLC is the record holder of the shares reported herein. Each of Bryan L. Crino and Scott N. Feuer are the managing members of SCP & CO Sponsor, LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by the Sponsor and share voting and dispositive control over such securities.  

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

  

 

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 or Control Person

 

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

 


 

CUSIP No. 784065 104

 

Page 7 of 8

 

 

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.

 

DATE: February 11, 2022

 

 

 

SCP & CO Sponsor, LLC, 
a Delaware limited liability company

 

 

 

 

By:

/s/ Scott N. Feuer

 

Name: 

Scott N. Feuer

 

Title:

Managing Member

 

 

By:

/s/ Bryan L. Crino

 

Name: 

Bryan L. Crino

 

Title:

Managing Member

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 

 

CUSIP No. 784065 104

 

Page 8 of 8

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, of SCP & CO Healthcare Acquisition Company, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2022.

 

 

SCP & CO Sponsor, LLC, 
a Delaware limited liability company

 

 

 

 

By:

/s/ Scott N. Feuer

 

Name: 

Scott N. Feuer

 

Title:

Managing Member

 

 

By:

/s/ Bryan L. Crino

 

Name: 

Bryan L. Crino

 

Title:

Managing Member