Statement of Beneficial Ownership (sc 13d)
February 16 2023 - 4:29PM
Edgar (US Regulatory)
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
MURPHY
CANYON ACQUISITION CORP.
(Name
of Issuer)
Class
A Common Stock, $0.0001 par value
(Title
of Class of Securities)
626642
102
(CUSIP
Number)
Anthony Giraulo
Shaolin Capital Managment LLC
Chief
Financial Officer
230 NW 24th Street Suite 603
Miami, FL 33133
Telephone:
212-433-4310
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
February
13, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * |
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 other subject to the liabilities of that section of Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
No. 626642 102
| 1 |
Names
of Reporting Person.
Shaolin Capital Management, LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
WC |
| 5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship
or Place of Organization |
| |
|
| |
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7 |
Sole
Voting Power
609,750
(1) |
| 8 |
Shared
Voting Power (see Item 5 below)
0 |
| 9 |
Sole
Dispositive Power
609,750
| 10 |
Shared
Dispositive Power (see Item 5 below)
0 |
|
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
609,750
(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
20.73%
(2) |
| 14 |
Type
of Reporting Person
OO |
| (1) |
The securities to which this filing relates are held directly by (i) Shaolin Capital Partners Master Fund, LTD, a Cayman Islands exempted company, to which Shaolin Capital Management LLC, a Delaware limited liability company, (the "Investment Manager") serves as the investment manager and (ii) an sub-accounts (the "Managed Accounts") to which the Investment Manager serves as sub-advisor.
Sponsor, LLC, and the Issuer.
|
| (2) |
Based
on 2,941,728 Class A Common Shares outstanding as of February 16, 2022. |
SCHEDULE
13D
This
Schedule 13D is filed on behalf of Shaolin Capital Management, LLC, a Delaware limited liability company.
| Item
1. |
Security
and Issuer |
Securities
acquired: Class A common stock, $0.0001 par value (“Class A Common Shares”)
| |
Issuer:
|
Murphy
Canyon Acquisition Corp. (the “Issuer”) |
| |
|
4995
Murphy Canyon Road, Suite 300 |
| |
|
San
Diego, CA 92123 |
| Item
2. |
Identity
and Background |
(a)
This statement is filed by:
| |
(i) |
Shaolin Capital Management, LLC which is the holder of record of approximately 20.73% of the issued and outstanding Class A common
shares). |
| |
|
|
| |
(ii) |
The securities to which this filing relates are held directly by (i) Shaolin Capital Partners Master Fund, LTD, a Cayman Islands exempted company, to which Shaolin Capital Management LLC, a Delaware limited liability company, (the "Investment Manager") serves as the investment manager and (ii) an sub-accounts (the "Managed Accounts") to which the Investment Manager serves as sub-advisor. Sponsor, LLC, and the Issuer.. |
All
disclosures herein with respect to any Reporting Person are made only by the Reporting Person. 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.
(b)
The address of the principal business and principal office is 230 NW 24th Street Suite 603 Miami, FL 33133
(c)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(d)
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of
competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect
to such laws.
(e)
Shaolin Capital Management is is a Delaware limited liability company.
| Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
aggregate purchase price for the Common Shares currently beneficially owned by the Reporting Persons was $6,130,020. The source of these
funds was the working capital of the Sponsor.
| Item
4. |
Purpose
of the Transaction |
11,037,272 shares of common stock were tendered for redemption.As a result of the common stock tendered for redemption(11,037,272 shares of common stock were tendered for redemption) Shaolin Capital Management ownership percentage crossed 20% .
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:
February 16, 2023 |
Shaolin
Capital Management, LLC |
| |
|
|
| |
By: |
/s/
Anthony Giraulo |
| |
Name: |
Anthony Giraulo |
| |
Title: |
Chief Financial Officer |
| |
|
|
| Date:
February 16, 2023 |
|
/s/
Anthony Giraulo |
| |
|
Anthony Giraulo |
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