SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

First Light Acquisition Group, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

320703101

(CUSIP Number)

October 20, 2022

(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: 320703101

Page 2 of 7

 

  1    

  NAMES OF REPORTING PERSONS

 

  Spring Creek Capital, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  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

 

  356,098 (1)

   6   

  SHARED VOTING POWER

 

  0

   7   

  SOLE DISPOSITIVE POWER

 

  356,098 (1)

   8   

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  356,098 (1)

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  8.6%

12  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Represents 356,098 shares of Class A common stock, par value $0.0001 per share (“Public Shares”), of First Light Acquisition Group, Inc. (the “Issuer”).


CUSIP: 320703101

Page 3 of 7

 

 

  1    

  NAMES OF REPORTING PERSONS

 

  Koch Industries, Inc.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Kansas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  356,098 (1)

   6   

  SHARED VOTING POWER

 

  0

   7   

  SOLE DISPOSITIVE POWER

 

  356,098 (1)

   8   

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  356,098 (1)

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  8.6%

12  

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Represents 356,098 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC.


CUSIP: 320703101

Page 4 of 7

 

Item 1(a). Name of Issuer: First Light Acquisition Group, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers: 11110 Sunset Hills Road #2278, Reston, VA 20190

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC”)

KIM, LLC (“KIM”)

Koch Investments Group, LLC (“KIG”)

Koch Investments Group Holdings, LLC (“KIGH”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons is:

4111 E. 37th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Class A common stock, par value $0.0001 per share (“Public Shares”).

Item 2(e). CUSIP No.: 320703101.

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: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 4,128,024 Public Shares outstanding as of September 16, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 16, 2022.

(c) Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

 

  (ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.


CUSIP: 320703101

Page 5 of 7

 

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 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 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. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of 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, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP: 320703101

Page 6 of 7

 

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: October 28, 2022

  
  

Spring Creek Capital, LLC

   By:  

/s/ Raffaele G. Fazio

   Name:   Raffaele G. Fazio
   Title:   Vice President and Secretary
   SCC Holdings, LLC
   By:  

/s/ Raffaele G. Fazio

   Name:   Raffaele G. Fazio
   Title:   Secretary
   KIM, LLC
   By:  

/s/ Raffaele G. Fazio

   Name:   Raffaele G. Fazio
   Title:   Vice President and Secretary
   Koch Investments Group, LLC
   By:  

/s/ Raffaele G. Fazio

   Name:   Raffaele G. Fazio
   Title:   Secretary
   Koch Investments Group Holdings, LLC
   By:  

/s/ Raffaele G. Fazio

   Name:   Raffaele G. Fazio
   Title:   Secretary
   Koch Industries, Inc.
   By:  

/s/ Raffaele G. Fazio

   Name:   Raffaele G. Fazio
   Title:   Assistant Secretary


CUSIP: 320703101

Page 7 of 7

 

EXHIBIT INDEX

 

Exhibit Number

  

Title

99.1    Joint Filing Agreement
EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A common stock, par value $0.0001 per share, of First Light Acquisition Group, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: October 28, 2022    
    Spring Creek Capital, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Vice President and Secretary
    SCC Holdings, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Secretary
    KIM, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Vice President and Secretary
    Koch Investments Group, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Secretary
    Koch Investments Group Holdings, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Secretary
    Koch Industries, Inc.
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Assistant Secretary