0001041062-21-000121.txt : 20210806
0001041062-21-000121.hdr.sgml : 20210806
20210806141359
ACCESSION NUMBER: 0001041062-21-000121
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20210806
DATE AS OF CHANGE: 20210806
GROUP MEMBERS: ACM ALAMEDA SPECIAL PURPOSE INVESTMENT FUND II LP
GROUP MEMBERS: ACM ASOF VII CAYMAN HOLDCO LP
GROUP MEMBERS: ATALAYA CAPITAL MANAGEMENT LP
GROUP MEMBERS: ATALAYA SPECIAL PURPOSE INVESTMENT FUND II LP
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Alpha Partners Technology Merger Corp.
CENTRAL INDEX KEY: 0001845550
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-92753
FILM NUMBER: 211152336
BUSINESS ADDRESS:
STREET 1: EMPIRE STATE BUILDING
STREET 2: 20 WEST 34TH STREET, SUITE 4215
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 212-906-4480
MAIL ADDRESS:
STREET 1: 228 PARK AVENUE SOUTH
STREET 2: PMB 84483
CITY: NEW YORK
STATE: NY
ZIP: 10003-1502
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Atalaya Capital Management LP
CENTRAL INDEX KEY: 0001812285
IRS NUMBER: 113774841
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2122011924
MAIL ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
SC 13G
1
ACM_13G_APTM.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Alpha Partners Technology Merger Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G63290129**
(CUSIP Number)
July 29, 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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one Class A ordinary share and one-third of one redeemable warrant
(the Units).
The information required in 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. G63290129
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
362,318
7
Sole Dispositive Power
0
8
Shared Dispositive Power
362,318
9
Aggregate Amount Beneficially Owned by Each Reporting Person
362,318
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G63290129
1
Names of Reporting Persons
ACM ASOF VII Cayman Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
499,950
7
Sole Dispositive Power
0
8
Shared Dispositive Power
499,950
9
Aggregate Amount Beneficially Owned by Each Reporting Person
499,950
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.8%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G63290129
1
Names of Reporting Persons
ACM Alameda Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
637,732
7
Sole Dispositive Power
0
8
Shared Dispositive Power
637,732
9
Aggregate Amount Beneficially Owned by Each Reporting Person
637,732
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G63290129
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,500,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,500,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
5.3%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Alpha Partners Technology Merger Corp.
Item 1(b). Address of Issuers Principal Executive Offices:
Empire State Building, 20 West 34th Street, Suite 4215,
New York, NY 10001
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Atalaya Special Purpose Investment Fund II LP (ASPIF II);
ii. ACM ASOF VII Cayman Holdco LP (ASOF);
iii. ACM Alameda Special Purpose Investment Fund II LP (Alameda); and
iv. Atalaya Capital Management LP (ACM).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of ASPIF II, ASOF,
Alameda, and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020.
Item 2(c). Citizenship:
Each of ASPIF II and ACM is a Delaware limited partnership. Each of ASOF
and Alameda is a Cayman Islands exempted limited partnership.
Item 2(d). Title and Class of Securities:
Class A ordinary shares, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
G63290129
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:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of
1,500,000 Shares underlying Units, which amount includes (i) the 362,318 Shares
underlying Units beneficially owned by ASPIF II, (ii) the 499,950 Shares
underlying Units beneficially owned by ASOF and (iii) the 637,732 Shares
underlying Units beneficially owned by Alameda.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 5.3% of Shares outstanding, which amount includes (i) 1.3%
of Shares outstanding beneficially owned by ASPIF II, (ii) 1.8% of Shares
outstanding beneficially owned by ASOF and (iii) 2.3% of Shares
outstanding beneficially owned by Alameda. (These percentages are based
on 28,250,000 Shares outstanding as reported in the Issuers Current Report
on Form 8-K filed with the Securities and Exchange Commission on August
5, 2021.)
Item 4(c). Number of shares as to which such person has:
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 362,318
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 362,318
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 499,950
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 499,950
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 637,732
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 637,732
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,500,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,500,000
The Shares are directly held by ASPIF II, ASOF and Alameda (the
Direct Holders). As ASPIF II, ASOF and Alamedas investment manager, ACM
has the power to vote and direct the disposition of all Shares held by
ASPIF II, ASOF and Alameda. This report shall not be deemed an admission
that ACM, the Direct Holders or any other person is the beneficial owner
of the securities reported herein for purposes of Section 13 of the Act,
or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is 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.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
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,
other than activities solely in connection with a nomination under 240.14a-11.
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.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII Cayman Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
August 6, 2021
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed
or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex.
A. Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Class A ordinary shares of Alpha Partners Technology Merger
Corp., filed August 6, 2021 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII Cayman Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
August 6, 2021