SC 13G 1 tm225101d1_sc13g.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

JAWS Mustang Acquisition Corporation
(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)

G50737108
(CUSIP Number)

December 31, 2021
(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)

x 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 disclosures provided in a prior cover page.

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).

1.	Names of Reporting Persons Mustang Sponsor LLC
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (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 37,150,000⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 37,150,000⁽¹⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 37,150,000⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented By Amount in Row (9) 26.41%⁽²⁾
12.	Type of Reporting Person (See Instructions) PN

(1) Represents 37,150,000 Class A ordinary shares acquirable in respect of (i) 25,800,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer's initial business combination and (ii) 11,350,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing on the later of (a) 30 days after completion of the Issuer’s initial business combination and (b) one year from the closing of the Issuer’s initial public offering.

(2) Calculated based on (i) 103,500,000 Class A ordinary shares outstanding as of December 17 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 17, 2021, and (ii) 37,150,000 Class A ordinary shares issuable in connection with the Class B Shares and Private Placement Warrants.

1.	Names of Reporting Persons Barry S. Sternlicht
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨            (b) ¨
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 0
		6.	Shared Voting Power 37,150,000⁽¹⁾
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 37,150,000⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 37,150,000⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented By Amount in Row (9) 26.41%⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

(1) Represents 37,150,000 Class A ordinary shares acquirable in respect of (i) 25,800,000 Class B Shares and (ii) 11,350,000 Private Placement Warrants.

Item 1(a).	Name of Issuer

	JAWS Mustang Acquisition Corporation (the “Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	1601 Washington Avenue, Suite 800 Miami Beach, FL 33139

Item 2(a).	Names of Persons Filing

	This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: (i)         Mustang Sponsor LLC (ii)        Barry S. Sternlicht

Item 2(b).	Address of the Principal Business Office, or if none, Residence:

	C/O JAWS Mustang Acquisition Corporation 1601 Washington Avenue, Suite 800 Miami Beach, FL 33139

Item 2(c).	Citizenship

	See responses to Item 4 on each cover page.

Item 2(d).	Title of Class of Securities

	Class A Ordinary Shares, $0.0001 per share

Item 2(e).	CUSIP Number

	G50737108

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

	Not Applicable.

Item 4.	Ownership (a)            Amount beneficially owned: See responses to Item 9 on each cover page. (b)            Percent of Class: See responses to Item 11 on each cover page. (c)            Number of shares as to which the Reporting Person has: (i)             Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii)            Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii)          Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.

	(iv)           Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. The reported securities are directly held by Mustang Sponsor LLC. Barry S. Sternlicht controls Mustang Sponsor LLC and has voting and investment discretion with respect to the securities held by Mustang Sponsor LLC and therefore may be deemed to have beneficial ownership of the reported securities. The filing of this Statement shall not be construed as an admission that either Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

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.

Dated: February 10, 2022

	MUSTANG SPONSOR LLC


	By:	/s/ Andrew Klaber
		Name: Andrew Klaber
		Title: Chief Executive Officer

EXHIBIT LIST

Exhibit A              Joint Filing Agreement, dated as of February 10, 2022