|
☐
|
Rule 13d-1(b)
|
|
|
☑
|
Rule 13d-1(c)
|
|
|
☐
|
Rule 13d-1(d)
|
|
CUSIP No.
|
26846A209
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
SteelMill Master Fund LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0% |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
CUSIP No.
|
26846A209
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
PointState Holdings 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
|
|
|
|
|
0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0% |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No.
|
26846A209
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
PointState Capital LP
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0% |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IA and PN
|
|
|
|||
|
|
|
||||
|
CUSIP No.
|
26846A209
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
PointState Capital GP 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
|
|
|
|
|
0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0% |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No.
|
26846A209
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Zachary J. Schreiber
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0% |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
Item 1(a)
|
Name of Issuer
|
| The name of the issuer is EG Acquisition Corp. (the “Company”). |
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
| The Company’s principal executive offices are located at 375 Park Avenue, 24th Floor, New York, NY 10152. |
|
Item 2(a)
|
Name of Person Filing
|
| This statement is filed by: |
|
(i)
|
SteelMill Master Fund LP, a Cayman Islands exempted limited partnership (“SteelMill”);
|
|
|
(ii)
|
PointState Holdings LLC, a Delaware limited liability company (“PointState Holdings”), which serves as the general partner of SteelMill;
|
|
|
(iii)
|
PointState Capital LP, a Delaware limited partnership (“PointState”), which serves as the investment manager to SteelMill;
|
|
|
(iv)
|
PointState Capital GP LLC, a Delaware limited liability Company (“PointState GP”), which serves as the general partner of PointState; and
|
|
|
(v)
|
Zachary J. Schreiber (“Mr. Schreiber”), an individual, who serves as managing member of PointState Holdings and PointState GP.
|
|
|
SteelMill, PointState Holdings, PointState, PointState GP and Mr. Schreiber are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.
|
||
|
Item 2(b)
|
Address of Principal Business Office or, if None, Residence
|
| The address of the business office of each of the Reporting Persons is care of PointState Capital LP, 40 West 57th Street, 25th Floor, New York, NY 10019. |
|
Item 2(c)
|
Citizenship
|
| SteelMill is organized under the laws of the Cayman Islands. PointState Holdings, PointState and PointState GP are organized under the laws of the State of Delaware. Mr. Schreiber is a citizen of the United States of America. |
|
Item 2(d)
|
Title of Class of Securities
|
| Class A common stock, $0.0001 par value (“Common Stock”). |
|
Item 2(e)
|
CUSIP No.
|
| The Common Stock currently has no CUSIP number. The CUSIP number for the units, each of which consists of one share of the Issuer’s Class A common stock and one-third of one redeemable warrant, is 26846A209. | |
|
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:
|
|
Item 4.
|
Not Applicable.
Ownership
|
|
The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by
reference.
The percentages used herein are calculated based upon 22,500,000 shares of Common Stock reported to be outstanding as of
November 14, 2022, as reported in the Company’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2022.
|
|
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 following ☒. |
|
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
|
| The information in Items 2 and 4 is hereby incorporated by reference. |
|
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 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. |
|
|
STEELMILL MASTER FUND LP
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
|
|
|
|
Name:
|
Zachary J. Schreiber
|
|
|
|
|
Title:
|
Managing Member of PointState Holdings LLC, the general partner of SteelMill Master Fund LP
|
|
|
|
|
|
||
|
|
|
|
||
|
|
POINTSTATE HOLDINGS LLC
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
|
|
|
|
Name:
|
Zachary J. Schreiber
|
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
||
|
|
|
|
||
|
|
POINTSTATE CAPITAL LP
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
|
|
|
|
Name:
|
Zachary J. Schreiber
|
|
|
|
|
Title:
|
Managing Member of PointState Holdings LLC and PointState Capital GP LLC, the general partner of PointState Capital LP
|
|
|
|
|
|
||
|
|
|
|
||
|
|
POINTSTATE CAPITAL GP LLC
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
|
|
|
|
Name:
|
Zachary J. Schreiber
|
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
||
|
|
ZACHARY J. SCHREIBER
|
|
||
|
|
By:
|
/s/ Zachary J. Schreiber
|
|
|
|
|
|
Name:
|
Zachary J. Schreiber
|
|