ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Murphy Canyon Acquisition Sponsor, LLC

(Last)

(First)

(Middle)

C/O MURPHY CANYON ACQUISITION CORP.

4995 MURPHY CANYON ROAD, SUITE 300

(Street)

SAN DIEGO

CA

92123

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2022

3. Issuer Name and Ticker or Trading Symbol
Murphy Canyon Acquisition Corp. [ MURF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Class A common stock, par value $0.0001 per share⁽¹⁾⁽²⁾	754,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽³⁾	⁽⁴⁾	Class A common stock, par value $0.0001 per share	565,500⁽⁵⁾	$11.5⁽⁵⁾	D
Class B common stock, par value $0.0001 per share⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Class A common stock, par value $0.0001 per share	3,306,250	⁽⁷⁾	D

Explanation of Responses:

1. On February 2, 2022, Murphy Canyon Acquisition Sponsor, LLC (the "Sponsor") purchased 754,000 units (the "Private Placement Units") pursuant to a private placement. Each Private Placement Unit consists of one share of Class A common stock and three-quarters of one redeemable warrant.

2. The shares of Class A common stock are underlying units (the "Private Placement Units"). Each Private Placement Unit consists of one share of Class A common stock and three-quarters of one redeemable warrant.

3. The Warrants will become exercisable upon the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business combination.

4. The Warrants will expire five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation.

5. As described in the Issuer's registration statement on Form S-1 (333-262036) (the "S-1") under the heading "Redeemable Warrants," the number of shares issuable upon exercise and the conversion price of the Warrants are subject to certain adjustments as described therein. Cashless exercise is also permitted.

6. On November 16, 2021, the Sponsor agreed to purchase 4,312,500 shares of Class B common stock (the "Founder Shares") pursuant to a private placement for an aggregate purchase price of $25,000, or approximately $0.006 per share. On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 of the Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares.

7. As described in the S-1 under the heading "Founder Shares," 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 on a one-for-one basis, subject to certain adjustments described therein.

	/s/ Jack K. Heilbron, Managing Member, Murphy Canyon Acquisition Sponsor, LLC	02/11/2022
	** Signature of Reporting Person	Date
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).
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