Sec Form 13G Filing - Temasek Holdings (Private) Ltd filing for Flywire Corp (FLYW) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Flywire Corporation

(Name of Issuer)

Voting common stock, $0.0001 par value per share

(Title of Class of Securities)

302492103

(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).

 

 

 


CUSIP No.            302492103   Page 2 of 10        

 

  1  

NAMES OF REPORTING PERSONS

 

Temasek Holdings (Private) Limited

  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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

10,635,573

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

10,635,573

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,635,573

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.8%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

(1)

Based on 98,693,094 shares of the Issuer’s (as defined herein) voting common stock outstanding as of November 8, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2021.


CUSIP No.            302492103   Page 3 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Fullerton Management Pte Ltd

  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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

10,635,573

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

10,635,573

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,635,573

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.8%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

(1)

Based on 98,693,094 shares of the Issuer’s voting common stock outstanding as of November 8, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 12, 2021.


CUSIP No.            302492103   Page 4 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Hotham Investments Pte. Ltd.

  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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

10,635,573

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

10,635,573

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,635,573

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.8%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

(1)

Based on 98,693,094 shares of the Issuer’s voting common stock outstanding as of November 8, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 12, 2021.


CUSIP No.            302492103   Page 5 of 10        

 

  1   

NAMES OF REPORTING PERSONS

 

Ossa Investments Pte. Ltd.

  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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

10,635,573

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

10,635,573

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,635,573

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.8%(1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1)

Based on 98,693,094 shares of the Issuer’s voting common stock outstanding as of November 8, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 12, 2021.


CUSIP No.            302492103   Page 6 of 10        

 

Item 1(a).

Name of Issuer:

Flywire Corporation (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

141 Tremont St #10, Boston, MA 02111

 

Item 2(a).

Name of Person Filing:

 

  (i)

Temasek Holdings (Private) Limited (“Temasek”);

  (ii)

Fullerton Management Pte Ltd (“Fullerton”);

  (iii)

Hotham Investments Pte. Ltd. (“Hotham”); and

  (iv)

Ossa Investments Pte. Ltd. (“Ossa” and, together with Temasek, Fullerton and Hotham, the “Reporting Persons”)

 

Item 2(b).

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

Each of the Reporting Persons:

60B Orchard Road

#06-18 Tower 2

The Atrium@Orchard

Singapore 238891.

 

Item 2(c).

Citizenship:

Each of the Reporting Persons: Republic of Singapore

 

Item 2(d).

Title of Class of Securities:

Voting common stock, $0.0001 par value per share.

 

Item 2(e).

CUSIP Number:

302492103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

As of December 31, 2021, Ossa directly owned in aggregate 10,635,573 voting common stock.

Ossa is a wholly-owned subsidiary of Hotham, which in turn is a wholly-owned subsidiary of Fullerton, which in turn is a wholly-owned subsidiary of Temasek. Temasek, Fullerton and Hotham, through the ownership described herein, may be deemed to beneficially own the shares of the Issuer’s voting common stock directly owned by Ossa.

 

  (b)

Percent of class:

As of December 31, 2021:

Temasek, Fullerton, Hotham and Ossa: 10.8%

The percentages above are based on 98,693,094 shares of the Issuer’s voting common stock outstanding as of November 8, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 12, 2021.


CUSIP No.            302492103   Page 7 of 10        

 

  (c)

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the shares of the Issuer’s voting common stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.

 

  (i)

Sole power to vote or to direct the vote:

0.

 

  (ii)

Shared power to vote or to direct the vote:

10,635,573.

 

  (iii)

Sole power to dispose or to direct the disposition of:

0.

 

  (iv)

Shared power to dispose or to direct the disposition of:

10,635,573.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ .

 

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.

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.            302492103   Page 8 of 10        

 

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.

 

Dated: February 14, 2022   TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Jason Norman Lee

        Name   :   Jason Norman Lee
        Title   :   Authorized Signatory
Dated: February 14, 2022   FULLERTON MANAGEMENT PTE LTD
    By:  

/s/ Gregory Tan

        Name   :   Gregory Tan
        Title   :   Director
Dated: February 14, 2022   HOTHAM INVESTMENTS PTE. LTD.
    By:  

/s/ Lim Ming Pey

        Name   :   Lim Ming Pey
        Title   :   Director
Dated: February 14, 2022   OSSA INVESTMENTS PTE. LTD.
    By:  

/s/ Lim Ming Pey

        Name   :   Lim Ming Pey
        Title   :   Director


CUSIP No.            302492103   Page 9 of 10        

 

LIST OF EXHIBITS

 

Exhibit No.

  

Description

99.1    Joint Filing Agreement, dated as of February 14, 2022, by and among Temasek, Fullerton, Hotham and Ossa.