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.
** Moab Capital Partners, LLC is filing this Schedule 13G pursuant to Rule 13d-1(b). Moab Partners, L.P., and Michael M. Rothenberg are filing this Schedule 13G pursuant to Rule 13d-1(c).
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. 48284E204 | SCHEDULE 13G | Page 3 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Moab Partners, L.P. |
| 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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,730,000 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 1,730,000 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,730,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 48284E204 | SCHEDULE 13G | Page 4 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Michael M. Rothenberg |
| 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 United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,730,000 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 1,730,000 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,730,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% |
| 12 | TYPE OF REPORTING PERSON IN, HC |
| CUSIP No. 48284E204 | SCHEDULE 13G | Page 5 of 9 Pages |
| Item 1. | | (a) Name of Issuer |
Kadem Sustainable Impact Corporation
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
152 West 57th St., 52nd Floor
New York, NY 10019
| Item 2. | | (a) Name of Person Filing: |
This Schedule 13G is being filed on behalf of Moab Capital Partners, LLC (“Moab LLC”); Moab Partners, L.P. (“Moab LP”); and Mr. Michael M. Rothenberg (each, a “Reporting Person”).
| Item 2. | | (b) Address of Principal Business Office: |
For each Reporting Person,
16 Spinnaker Way
Southampton, NY 11968
Moab LLC is a Delaware limited liability company
Moab LP is a Delaware limited partnership
Mr. Rothenberg is a United States citizen
| Item 2. | | (d) Title of Class of Securities |
Units, each consisting of one share of Class A common stock and one-half of one warrant
48284E204
| CUSIP No. 48284E204 | SCHEDULE 13G | Page 6 of 9 Pages |
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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: |
| | (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) | x | 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) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
| | | | |
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| | *Moab LLC is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| | | | |
| CUSIP No. 48284E204 | SCHEDULE 13G | Page 7 of 9 Pages |
Item 4. Ownership
For Mr. Rothenberg:
(a) Amount beneficially owned: 1,730,000
(b) Percent of class: 9.9%*
(c) Number of shares to which the Mr. Rothenberg has:
(i) Sole power to vote or to direct the vote: 1,730,000
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,730,000
(iv) Shared power to dispose or to direct the disposition of: 0
For each of Moab LLC and Moab LP:
(a) Amount beneficially owned: 1,730,000
(b) Percent of class: 9.9%*
(c) Number of shares to which Moab LLC and Moab LP have:
(i) Sole power to vote or to direct the vote: 1,730,000
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,730,000
(iv) Shared power to dispose or to direct the disposition of: 0
*The Company’s Form 8-K filed on March 25, 2021 indicated that the total number of units outstanding was 17,500,000 as of March 19, 2021.
Moab LP is managed by Moab LLC on a discretionary basis. Moab LLC, in its capacity as investment adviser to Moab LP, may be deemed to be the beneficial owner of the securities owned by Moab LP, as in its capacity as investment adviser it has the power to dispose of, direct the disposition of, and vote such securities.
Michael M. Rothenberg is an owner and a Managing Member of Moab LLC. As a control person of Moab LLC, Mr. Rothenberg may be deemed to beneficially own the securities owned by Moab LP.
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 five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
See Item 4 above.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 48284E204 | SCHEDULE 13G | Page 8 of 9 Pages |
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: March 26, 2021
| | Moab Partners, L.P. By: Moab GP, LLC, its General Partner By: Moab Capital Partners, LLC, its Managing Member |
| | | | |
| | By: | /s/ Michael M. Rothenberg |
| | | Name: | Michael M. Rothenberg |
| | | Title: | Managing Director |
| | Moab Capital Partners, LLC |
| | | | |
| | By: | /s/ Michael M. Rothenberg |
| | | Name: | Michael M. Rothenberg |
| | | Title: | Managing Director |
| | Michael M. Rothenberg |
| | | | |
| | By: | /s/ Michael M. Rothenberg |
| | | Name: | Michael M. Rothenberg |
| CUSIP No. 48284E204 | SCHEDULE 13G | Page 9 of 9 Pages |
JOINT FILING AGREEMENT
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each reference to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G/A or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Date: March 26, 2021
