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CUSIP
No. G5709C109
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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| Item 1. | | (a) Name of Issuer |
MSD Acquisition Corp.
| Item 1. | | (b) Address of Issuer’s Principal
Executive Offices |
645 Fifth Avenue, 21st Floor
New York, New York 10022
| Item 2. | | (a) Name of Person Filing |
This
statement is filed by:
Nitorum Capital, L.P., a Delaware limited partnership, which serves as the investment adviser to
Nitorum Fund, L.P., a Delaware limited partnership, and Nitorum Master Fund, L.P., a Cayman Islands limited
partnership (together with Nitorum Fund, L.P., the "Nitorum Funds"), with respect to the shares held directly by the
Nitorum Funds; and
Nitorum GP, LLC, a Delaware limited liability company, which serves as the general partner of the Nitorum
Funds, with respect to the shares held directly by the Nitorum Funds; and
Seth Rosen, the Managing Partner of Nitorum
Capital, L.P. and the Managing Member of Nitorum GP, LLC, with respect to the shares held directly by the Nitorum
Funds.
| | (b) Address
of Principal Business Office, or, if none, Residence |
The address of the principal business office of each Reporting
Person is 450 Park Avenue, 7th Floor, New York, New York 10022.
Nitorum Capital, L.P. is a Delaware limited partnership; Nitorum GP, LLC is a Delaware limited liability company;
and Seth Rosen is a United States citizen.
| Item 2. | | (d) Title of Class of Securities |
Class
A Ordinary Shares
G5709C109
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CUSIP No. G5709C109
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SCHEDULE 13G/A
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Page 6
of 9 Pages
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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Not Applicable |
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CUSIP
No. G5709C109
|
SCHEDULE 13G/A
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Page
7 of 9 Pages
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Item
4. Ownership
Information
with respect to the Reporting Persons' ownership of the shares as of December 31, 2022, is incorporated by reference to
items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The
amount beneficially owned by each Reporting Person is determined based on 57,500,000 shares outstanding as
of November 9, 2022, as the Issuer reported in its 10-Q filed with the SEC on November 10, 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 the 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 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
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.
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CUSIP No. G5709C109
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SCHEDULE 13G/A
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Page
8 of 9 Pages
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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.
Dated: February 14, 2023
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Nitorum Capital, L.P.
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By: |
Nitorum Capital GP,
LLC, its general partner
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By: |
/s/
Seth Rosen |
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Seth Rosen, Managing Member of Nitorum Capital GP, LLC |
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Nitorum GP, LLC
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By: |
/s/
Seth Rosen |
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Seth Rosen, Managing Member |
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Seth Rosen
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By: |
/s/
Seth Rosen |
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The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.