Sec Form 4 Filing - GRAHAM PETER @ Thrive Acquisition Corp - 2023-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GRAHAM PETER 2. Issuer Name and Ticker or Trading Symbol Thrive Acquisition Corp [ THAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GR SLEEP LLC, 1122 OBERLIN ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2023 (Street) RALEIGH, NC27605 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) 01/30/2023 J 798,650 ( 1 ) ( 1 ) Class A Ordinary Shares 798,650 $ 0 0 I ( 2 ) See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRAHAM PETER C/O GR SLEEP LLC 1122 OBERLIN ROAD, SUITE 200 RALEIGH, NC27605 X X GR Sleep LLC 1122 OBERLIN ROAD, SUITE 200 RALEIGH, NC27605 X Signatures /s/ Benjamin Kao as attorney in fact for GR Sleep LLC 03/02/2023 Signature of Reporting Person Date /s/ Benjamin Kao as attorney in fact for Peter Graham 03/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 18, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by GR Sleep LLC ("GR Sleep") were surrendered for no compensation on January 30, 2023. ( 2 )GR Sleep is the record holder of the reported securities. The Reporting Person controls GR Sleep. As a result, the Reporting Person may be deemed to beneficially own the reported shares held by GR Sleep. The Reporting Person disclaims any beneficial ownership of the securities held by GR Sleep other than to the extent of his pecuniary interest therein.

Remarks: After giving effect to the Issuer's delisting and deregistration, the Reporting Person is no longer subject to Section 16 reporting obligations.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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