SC 13G 1 ea155627-13gsponsor_mission.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Mission Advancement Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

60501L 101

(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)

☒

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).

CUSIP No. 60501L 101

1.	Names of Reporting Persons Mission Advancement 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

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

8,625,000⁽¹⁾

Shared Voting Power

Sole Dispositive Power

8,625,000⁽¹⁾⁽²⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,625,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 60501L 101

1.	Names of Reporting Persons Jahm Najafi
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

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

8,625,000 ⁽¹⁾

Sole Dispositive Power

Shared Dispositive Power

8,625,000 ⁽¹⁾⁽²⁾

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,625,000 ⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%(1)⁽²⁾⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 60501L 101

1.	Names of Reporting Persons Peter Keane
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

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

8,625,000 ⁽¹⁾

Sole Dispositive Power

Shared Dispositive Power

8,625,000⁽¹⁾⁽²⁾

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,625,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%(1)⁽²⁾⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)

See Item 4. These are the Issuer’s shares of Class B common stock, which will automatically convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statements on Form S-1 (File Nos. 333-252918 and 333-253809). Peter Keane and Jahm Najafi are the managing members of Mission Advancement Sponsor LLC (the “Sponsor”) and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Peter Keane and Jahm Najafi may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Peter Keane and Jahm Najafi disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(2)

Excludes 5,933,333 shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

Based on 34,500,000 shares of Class A common stock and 8,625,000 shares of Class B common stock issued and outstanding as of the date of this filing.

Item (a).

Name of Issuer

Mission Advancement Corp. (the “Issuer”).

Item 1(b).

Address of the Issuer’s Principal Executive Offices

2525 E Camelback Rd, 850

Phoenix, AZ 85016

Item 2(a).

Names of Persons Filing

Mission Advancement Sponsor LLC, Jahm Najafi and Peter Keane (collectively, the “Reporting Persons”).

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

2525 E Camelback Rd, 850

Phoenix, AZ 85016

Item 2(c).

Citizenship

Mission Advancement Sponsor LLC is a limited liability company formed in Delaware. Each of Jahm Najafi and Peter Keane 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 per share.

The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

Item 2(e).

CUSIP Number

60501L 101

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:

	☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.

	☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

	☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

	☐	(d) Investment company registered under Section 8 of the Investment Company Act.

	☐	(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.

	☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

		Not applicable

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2021, the Sponsor may be deemed to beneficially own 8,625,000 of the Issuer’s shares of Class B common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the shares of Class B common stock of the Reporting Persons. The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statements on Form S-1 (File Nos. 333-252918 and 333-253809).

The Sponsor is the record holder of the Class B common stock reported herein. Each of Jahm Najafi and Peter Keane are the managing members of the Sponsor. As such, Jahm Najafi and Peter Keane may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Jahm Najafi and Peter Keane disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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 or Control Person

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.

DATE: February 14, 2022

	MISSION ADVANCEMENT SPONSOR LLC, a Delaware limited liability company

	By:	/s/ Peter Keane
	Name:	Peter Keane
	Title:	Managing Member

	/s/ Jahm Najafi
	Jahm Najafi

	/s/ Peter Keane
	Peter Keane

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

SEC Form SC 13G filed by Mission Advancement Corp.