Sec Form 13D Filing - ALSP Orchid Sponsor LLC filing for ALSP Orchid Acquisition Corp I (ALOR) - 2022-03-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

ALSP Orchid Acquisition Corporation I

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G0231L 107

(CUSIP Number)

Thong Q. Le

ALSP Orchid Sponsor LLC

2815 Eastlake Avenue East, Suite 300

Seattle, WA 98102

Telephone: (206) 957-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on 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. G0231L 107

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CUSIP No. G0231L 107

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CUSIP No. G0231L 107

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CUSIP No. G0231L 107

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Class A Ordinary Shares (the “Class A Ordinary Shares”) and Class B Ordinary Shares (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”) of ALSP Orchid Acquisition Corporation I (the “Issuer”). The address of the Issuer’s principal executive office is 2815 Eastlake Avenue East, Suite 300, Seattle, WA 98102. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ALSP Orchid Sponsor LLC (“Sponsor”)

Thong Q. Le (“Mr. Le”)

Ian A.W. Howes (“Mr. Howes” and together with Mr. Le, the “Managers”)

c/o ALSP Orchid Sponsor LLC

2815 Eastlake Avenue East, Suite 300

Seattle, WA 98102

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Founder Shares

In connection with the organization of the Issuer, Sponsor purchased 4,312,500 shares of Class B Ordinary Shares, for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated September 22, 2021 between the Sponsor and the Issuer (the “Securities Subscription Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference.

As described in the Issuer’s registration statement on Form S-1 (File No. 333-260709), which was declared effective by the Securities and Exchange Commission on November 18, 2021 (the “Registration Statement”), under the heading “Description of Securities,” the Class B Ordinary Shares will automatically be converted into Class A Ordinary Shares at the time of the Issuer’s initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

Private Placement Units

Between November 22, 2021 and November 23, 2021, and immediately prior to the closing of the Issuer’s initial public offering (the “IPO”), Sponsor collectively acquired 915,000 private placement units (“Private Placement Units”) at $10.00 per Private Placement Unit, for an aggregate purchase price of $9,150,000 pursuant to a Private Placement Units Purchase Agreement dated November 22, 2021, between the Sponsor and the Issuer (the “Private Placement Units Purchase Agreement”). The Private Placement Units are identical to the units sold in the IPO except that (a) Private Placement Units may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Issuer’s initial business combination, (b) the Sponsor will be entitled to registration rights, and (c) the private placement warrants (the “Private Warrants”) are not transferable, assignable or salable until 30 days after the completion of the Issuer’s initial business combination (except, among other limited exceptions as described in the Registration Statement under the heading “Principal Shareholders—Transfers of Founder Shares and Private Placement Units,” to the Issuer’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Units). If the Issuer does not complete its initial business combination within 15 months from the closing of the IPO (or during any extension period thereof), the Private Placement Units (and the underlying securities) will expire worthless.

The working capital of Sponsor was the source of the funds for the purchase of the Ordinary Shares and the Private Warrants. No part of the purchase price of the Ordinary Shares or Private Warrants was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Ordinary Shares.

Sponsor acquired the Ordinary Shares and Private Warrants for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, Sponsor and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above or as described in Item 6 below, none of the Reporting Persons has any present plans which relate to or would result in:

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Both Mr. Le and Mr. Howes are executive officers and members of the board of directors of the Issuer. As executive officers and directors of the Issuer, Mr. Le and Mr. Howes may have influence over the corporate activities of the Issuer, including activities that may relate to the events described in clauses (a) through (j) of Item 4 of Schedule 13D.

The percentage of outstanding shares of Class A Ordinary Shares of the Issuer, which may be deemed to be beneficially owned by each Reporting Person, is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 18,165,000 shares of Class A Ordinary Shares issued and outstanding and 4,312,500 shares of Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments.

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Securities Subscription Agreement between the Issuer and Sponsor

In connection with the organization of the Issuer, 4,312,000 shares of Class B Ordinary Shares were purchased by the Sponsor for the amount of $25,000, pursuant to the Securities Subscription Agreement.

The description of the Securities Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.

Insider Letter

On November 23, 2021, the Issuer entered into a letter agreement (the “Letter Agreement”) with the Sponsor and the Issuer’s directors and officers. Pursuant to the Letter Agreement, the Sponsor and the Issuer’s directors and officers have each agreed that if the Issuer seeks shareholder approval of a proposed business combination it will vote all shares held by it in favor of such proposed business combination.

Pursuant to the Letter Agreement, the Sponsor has agreed not to transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earliest of (A) one year after the completion of the Issuer’s initial business combination and (B) the date following the completion of an initial business combination on which the Issuer completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a business combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Issuer’s initial business combination, the Founder Shares shall be released from such restrictions.

The Letter Agreement provides exceptions pursuant to which the Sponsor can transfer such shares to certain permitted transferees as further described in the Letter Agreement. Under the Letter Agreement, neither the Private Warrants nor the shares underlying such warrants may be transferred (except to certain permitted transferees) until 30 days after the consummation of the initial business combination.

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Under the Letter Agreement, the Sponsor agreed to waive, with respect to any shares of the Common Stock held by it, any redemption rights it may have in connection with the consummation of a business transaction, including, without limitation, any such rights available in the context of a shareholder vote to approve such business transaction or in the context of a tender offer made by the Issuer to purchase shares of the Common Stock.

The Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Letter Agreement), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any third party for services rendered or products sold to the Issuer, or by any prospective target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement for a business combination, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes; provided that such indemnity shall not apply if such third party or prospective target business executes an agreement waiving any claims against the Trust Account.

The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.

Private Placement Units Purchase Agreement

Between November 22, 2021 and November 23, 2021, Sponsor acquired 915,000 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement. The Private Warrants and the shares of Class A Ordinary Shares issuable upon exercise thereof are subject to a lock up provision, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer’s initial business combination, subject to certain limited exceptions as described in the Insider Letter. In addition, the Private Warrants may not be exercised by the Sponsor until the later of one year from the closing of the IPO or 30 days after the completion of the Issuer’s initial business combination.

The summary of such Private Placement Units Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.

Registration Rights Agreement

On November 23, 2021, in connection with the Issuer’s IPO, the Issuer and the Sponsor entered into a registration rights agreement, pursuant to which the Holders (as defined therein) are entitled to request that the Issuer register certain of its securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, the holders have the right to include their securities in other registration statements filed by the Issuer.

The summary of such registration and registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.

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SIGNATURES

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.

This Schedule 13D was executed by Thong Q. Le on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is included herewith as Exhibit 99.B.

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