FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Conway Paul Matthew
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/8/2022 

3. Issuer Name and Ticker or Trading Symbol

Counter Press Acquisition Corp [CPAQU]
(Last)        (First)        (Middle)

C/O COUNTER PRESS ACQUISITION CORP., 1981 MARCUS AVENUE, SUITE 227
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          ___X___ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Executive Officer /
(Street)

LAKE SUCCESS, NY 11042      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares  (1) (1)Class A ordinary shares 2156250 (2) (1)(2)(3)I See Footnote (4)

Explanation of Responses:
(1) As described in the Issuer's registration statement on Form S-1 (File No. 333-261788) (the "Issuer's Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of Counter Press Acquisition Corporation (the "Issuer") will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share (the "Class A Shares") of the Issuer, on the first day following the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment.
(2) Counter Press Sponsor LLC (the "Sponsor") owns 2,156,250 Class B Shares, which includes up to 281,250 shares of Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is not exercised. Such Class B Shares are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement.
(3) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.
(4) Paul Conway is the co-managing member of the Sponsor and has shared voting and dispositive power over the Class B Shares directly owned by the Sponsor. Paul Conway is the Chief Executive Officer and director of the Issuer. As a result of the foregoing, Paul Conway may be deemed to beneficially own the shares held by the Sponsor. Paul Conway disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Conway Paul Matthew
C/O COUNTER PRESS ACQUISITION CORP.
1981 MARCUS AVENUE, SUITE 227
LAKE SUCCESS, NY 11042
XXChief Executive Officer

Signatures
/s/ Paul Conway4/1/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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