07/22/2026 | Press release | Distributed by Public on 07/22/2026 15:41
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1)(2) | 07/20/2026 | C | 7,187,500 | (1)(2) | (1)(2) | Class A Ordinary Shares(1)(2) | 7,187,500 | $ 0 | 0 | I(4) | By MI7 Sponsor, LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chu Chinh 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166 |
X | President | ||
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MI7 Sponsor, LLC 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166 |
X | |||
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CC MI7 SPV, LLC 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166 |
X | |||
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CC Capital Ventures, LLC 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166 |
X | |||
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CC Capital SP, LP 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166 |
X | |||
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CC Capital GP, LLC 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166 |
X | |||
| Chinh Chu /s/ Chinh Chu | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| MI7 Sponsor, LLC /s/ Chinh Chu, President and Senior Managing Director | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| CC MI7 SPV, LLC /s/ Chinh Chu, President and Senior Managing Director | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| CC Capital Ventures, LLC /s/ Chinh Chu, President and Senior Managing Director | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| CC Capital SP, LP /s/ Chinh Chu, Sole Member, CC Capital GP, LLC, its General Partner | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| CC Capital GP, LLC /s/ Chinh Chu, Sole Member | 07/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Issuer's amended and restated memorandum and articles of association (the "Articles"), Class B ordinary shares of the Issuer, par value $0.0001 (the "Class B Ordinary Shares") shall automatically convert into Class A ordinary shares of the Issuer, par value $0.0001 ("Class A Ordinary Shares") on a one-for-one basis at any time and from time to time at the option of the holders therefor or at the time of the Issuer's initial business combination. |
| (2) | On June 12, 2026, the Issuer entered into Securities Purchase Agreements (the "SPAs") with the MI7 Sponsor, LLC (the "Sponsor"), ReserveOne, Inc., ReserveOne Holdings, Inc. and certain investors (the "Investors") named therein. Pursuant to the SPAs, upon the effectiveness of certain amendments to the Issuer's Articles, among other things, the Sponsor agreed to sell, and the Investors agreed to purchase an aggregate of 4,279,275 Class A Ordinary Shares issuable upon the conversion of the Sponsor's Class B Ordinary Shares, which pursuant to the SPAs, the Sponsor agreed to convert to Class A Ordinary Shares and which the parties have agreed to continue to treat as "Founder Shares" as described in the SPAs. On July 17, 2026, the Issuer's shareholders approved the necessary amendments to the Issuer's Articles. Accordingly, on July 20, 2026, the Sponsor converted all of its Class B Ordinary Shares to Class A Ordinary Shares and then sold such converted shares to the Investors. |
| (3) | Pursuant to the SPAs, the Investors purchased these converted Class A Ordinary Shares for a price per share equal to $3.33 resulting in aggregate gross proceeds to the Sponsor of $14,250,000. |
| (4) | Sponsor directly holds the shares reported herein. CC MI7 SPV, LLC ("CC MI7 SPV") is the sole member of Sponsor. CC Capital Ventures, LLC ("CC Capital Ventures") is the sole member of CC MI7 SPV, and CC Capital SP, LP ("CC Capital SP") is the sole member of CC Capital Ventures. CC Capital GP, LLC ("CC Capital GP") is the general partner of CC Capital SP, and Chinh Chu is the sole member of CC Capital GP. Each of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP and Chinh Chu disclaims beneficial ownership of the securities of the Issuer held directly by Sponsor except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP or Chinh Chu is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |