Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 6:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment
No. 1)*
Class Acceleration
Corp.
(Name
of Issuer)
Class A
Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
18274B205
(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:
x 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 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).
(Page 1 of 5 Pages)
Page 2
of 5
CUSIP No. 18274B205
|
1
|
NAME OF REPORTING
PERSON
Gilder,
Gagnon, Howe & Co. LLC
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
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
916,862
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,862
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
|
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5%
|
|
12
|
TYPE OF REPORTING
PERSON
BD
|
Page 3
of 5
|
|
ITEM 1(a).
|
Name
of Issuer:
|
Class Acceleration
Corp.
|
|
Item 1(b).
|
Address
of Issuer's Principal Executive Offices:
|
2925
Woodside Road
Woodside,
CA 94062
|
|
Item 2(a).
|
Name
of Persons Filing:
|
Gilder,
Gagnon, Howe & Co. LLC
|
|
Item 2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
475
10th Avenue
New
York, NY 10018
New
York
|
|
Item 2(d).
|
Title
of Class of Securities
|
Class A
common stock
18274B205
|
|
ITEM
3.
|
IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
|
|
(a)
|
x
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
¨ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8).
|
|
|
(e)
|
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a–3);
|
|
|
(j)
|
¨
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J)
|
|
|
(k)
|
¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
Page 4
of 5
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount
beneficially owned: 916,862
|
|
|
(b)
|
Percent
of class: 3.5%
|
|
|
(c)
|
Number
of shares of Common Stock as to which such person has:
|
|
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 0
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition: 0
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition: 916,862
|
The
shares reported include 916,862 shares held in customer accounts over which partners and/or employees of the Reporting Person have discretionary
authority to dispose of or direct the disposition of the shares.
|
|
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 Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following x.
|
|
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.
By
signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
Page 5
of 5
SIGNATURES
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 14,
2022
|
|
GILDER, GAGNON, HOWE & CO. LLC
|
|
|
|
|
|
|
By:
|
/s/ Laura Esposito
|
|
|
Name:
|
Laura Esposito
|
|
|
Title:
|
Chief Compliance Officer
|
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