UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Perdoceo Education Corp |
| (Name of Issuer) |
| |
| Common stock, $0.01 par value per share |
| (Title of Class of Securities) |
| |
| | 71363P106 | |
| (CUSIP Number) |
| |
| April 25, 2024** |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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.
** Please note this constitutes a late filing due to a clerical oversight.
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. | 71363P106 | | Page 2 of 8 |
| 1 | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | Aralon Capital S.L. No I.R.S. Identification Number |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Spain |
NUMBER OF
SHARES | 5 | SOLE VOTING POWER | 0 |
BENEFICIALLY
OWNED | 6 | SHARED VOTING POWER | 3,500,000 |
BY EACH
REPORTING | 7 | SOLE DISPOSITIVE POWER | 0 |
PERSON
WITH: | 8 | SHARED DISPOSITIVE POWER | 3,500,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 3,500,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.34%(1) |
| 12 | TYPE OF REPORTING PERSON | OO |
| (1) | Based on the quotient obtained by dividing (a) the aggregate number of shares of common stock held by Aralon Capital S.L. by (b) the 65,602,629 total shares of common stock outstanding as of April 26, 2024, as reported by the Issuer on its Form 10-Q filed on May 1, 2024. |
| CUSIP No. | 71363P106 | | Page 3 of 8 |
| 1 | NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | Sonia Alonso Villarón No I.R.S. Identification Number |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Avilés, Spain |
NUMBER OF
SHARES | 5 | SOLE VOTING POWER | 0 |
BENEFICIALLY
OWNED | 6 | SHARED VOTING POWER | 3,500,000 |
BY EACH
REPORTING | 7 | SOLE DISPOSITIVE POWER | 0 |
PERSON
WITH: | 8 | SHARED DISPOSITIVE POWER | 3,500,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 3,500,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.34%(1) |
| 12 | TYPE OF REPORTING PERSON | IN, HC |
| (2) | Based on the quotient obtained by dividing (a) the aggregate number of shares of common stock beneficially owned by Sonia Alonso Villarón (held of record by Aralon Capital S.L. in which Sonia Alonso Villarón holds 100% of the share capital) by (b) the 65,602,629 total shares of common stock outstanding as of April 26, 2024, as reported by the Issuer on its Form 10-Q filed on May 1, 2024. |
Item 1.
(a) Name of Issuer: Perdoceo Education Corp (the “Issuer”).
(b) Address of Issuer's Principal Executive Offices: 1750 E. Golf Road, Schaumburg, Illinois 60173
Item 2.
(a) Name of Person Filing: Aralon Capital S.L. (a “Reporting Person”)
(b) Address of Principal Business Office or, if none, Residence: Calle Moreto 8, Bajo Izquierda, 28014 Madrid, Spain
(c) Citizenship: Aralon Capital S.L. is a Sociedad limitada organized under the laws of Spain
(d) Title of Class of Securities: Common stock, $0.01 par value per share
(e) CUSIP Number: 71363P106
(a) Name of Person Filing: Sonia Alonso Villarón (a “Reporting Person” and together with Aralon Capital S.L., the “Reporting Persons”).
(b) Address of Principal Business Office or, if none, Residence: Calle Moreto 8, Bajo Izquierda, 28014 Madrid, Spain
(c) Citizenship: Spain
(d) Title of Class of Securities: Common stock, $0.01 par value per share
(e) CUSIP Number: 71363P106
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.
| | (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | | | |
| | (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | | | |
| | (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | | | |
| | (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| | | | |
| | (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | | | |
| | (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | | |
| | (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| | | | |
| | (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| | | | |
| | | | If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned by Aralon Capital S.L.: 3,500,000*
(b) Percent of class: 5.34%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,500,000*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,500,000*
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned by Sonia Alonso Villarón: 3,500,000*
(b) Percent of class: 5.34%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,500,000*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,500,000*
* Aralon Capital S.L. is the record holder of 3,500,000 shares of common stock. Sonia Alonso Villarón is the beneficial owner of the 3,500,000 shares of common stock held by Aralon Capital S.L. Sonia Alonso Villarón has the sole investment and dispositive power over the securities held of record by Aralon Capital S.L.
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
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.
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: May 28, 2024
| | Aralon Capital S.L. |
| | |
| | |
| | |
| | By: | /s/ Aralon Capital S.L. |
| | | Name: Sonia Alonso Villarón |
| | | Title: Member |
| | |
| | Sonia Alonso Villarón |
| | |
| | |
| | |
| | By: | /s/ Sonia Alonso Villarón |
| | | Individually |
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that s/he or it knows or has reason to believe that such information is inaccurate.
Dated: May 28, 2024
| | Aralon Capital S.L. |
| | |
| | |
| | |
| | By: | /s/ Aralon Capital S.L. |
| | | Name: Sonia Alonso Villarón |
| | | Title: Member |
| | |
| | Sonia Alonso Villarón |
| | |
| | |
| | |
| | By: | /s/ Sonia Alonso Villarón |
| | | Individually |
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