0001041062-21-000106.txt : 20210730
0001041062-21-000106.hdr.sgml : 20210730
20210730135707
ACCESSION NUMBER: 0001041062-21-000106
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20210730
DATE AS OF CHANGE: 20210730
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
GROUP MEMBERS: CORBIN CAPITAL PARTNERS GROUP, LLC
GROUP MEMBERS: CORBIN CAPITAL PARTNERS, L.P.
GROUP MEMBERS: CORBIN ERISA OPPORTUNITY FUND, LTD.
GROUP MEMBERS: CORBIN OPPORTUNITY FUND, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Belong Acquisition Corp.
CENTRAL INDEX KEY: 0001842384
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 861450752
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-92702
FILM NUMBER: 211131706
BUSINESS ADDRESS:
STREET 1: 2001 MARKET STREET
STREET 2: SUITE 3400
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
BUSINESS PHONE: 2157319450
MAIL ADDRESS:
STREET 1: 2001 MARKET STREET
STREET 2: SUITE 3400
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
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_Belong.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Belong Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
08069M201**
(CUSIP Number)
July 22, 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 share of Class A common stock and one-half 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. 08069M201
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) [x]
(b) [ ]
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
255,072
7
Sole Dispositive Power
0
8
Shared Dispositive Power
255,072
9
Aggregate Amount Beneficially Owned by Each Reporting Person
255,072
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)
1.6%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 08069M201
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) [x]
(b) [ ]
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
351,965
7
Sole Dispositive Power
0
8
Shared Dispositive Power
351,965
9
Aggregate Amount Beneficially Owned by Each Reporting Person
351,965
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. 08069M201
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) [x]
(b) [ ]
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
448,963
7
Sole Dispositive Power
0
8
Shared Dispositive Power
448,963
9
Aggregate Amount Beneficially Owned by Each Reporting Person
448,963
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)
2.9%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 08069M201
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
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
1,056,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,056,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,056,000
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)
6.8%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 08069M201
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
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
192,720
7
Sole Dispositive Power
0
8
Shared Dispositive Power
192,720
9
Aggregate Amount Beneficially Owned by Each Reporting Person
192,720
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)
1.2%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 08069M201
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
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
71,280
7
Sole Dispositive Power
0
8
Shared Dispositive Power
71,280
9
Aggregate Amount Beneficially Owned by Each Reporting Person
71,280
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)
0.4%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 08069M201
1
Names of Reporting Persons
Corbin Capital Partners Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
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
264,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
264,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
264,000
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)
1.7%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 08069M201
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
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
264,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
264,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
264,000
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)
1.7%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Belong Acquisition Corp.
Item 1(b). Address of Issuers Principal Executive Offices:
Ledgewood, PC, Two Commerce Square, 2001 Market Street,
Suite 3400, Philadelphia, PA 19103
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);
iv. Atalaya Capital Management LP (ACM);
v. Corbin ERISA Opportunity Fund, Ltd. (Corbin);
vi. Corbin Opportunity Fund, L.P. (COF);
vii. Corbin Capital Partners Group, LLC (CCPG); and
viii. Corbin Capital Partners, L.P. (CCP).
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. The address of the principal business office of each of Corbin,
CCPG, CCP and COF is 590 Madison Avenue, 31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ASPIF II, ACM, CCP and COF is a Delaware limited partnership.
Each of ASOF and Alameda is a Cayman Islands exempted limited partnership.
Corbin is a Cayman Islands exempted company. CCPG is a Delaware limited
liability company.
Item 2(d). Title and Class of Securities:
Class A Common Stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
08069M201
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 1,056,000 Shares underlying Units, which amount includes (i) the 255,072
Shares underlying Units beneficially owned by ASPIF II, (ii) the 351,965 Shares
underlying Units beneficially owned by ASOF and (iii) the 448,963 Shares
underlying Units beneficially owned by Alameda. Each of CCPG and CCP may be
deemed the beneficial owner of 264,000 Shares underlying Units, which amount
includes the (i) 192,720 Shares underlyingUnits beneficially owned by Corbin,
and (ii) 71,280 Shares underlying Units beneficially owned by COF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 6.8% of Shares outstanding, which amount includes (i) 1.6%
of Shares outstanding beneficially owned by ASPIF II, (ii) 2.3% of Shares
outstanding beneficially owned by ASOF, and (iii) 2.9% of Shares outstanding
beneficially owned by Alameda. Each of CCPG and CCP may be deemed the
beneficial owner of approximately 1.7% of Shares outstanding, which amount
includes (i) 1.2% of Shares outstanding beneficially owned by Corbin, and
(ii) 0.5% of Shares outstanding beneficially owned by COF. (These
percentages are based on 15,550,000 Shares outstanding as reported in the
Issuers Prospectus filed with the Securities and Exchange Commission on
July 26, 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: 255,072
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 255,072
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 351,965
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 351,965
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 448,963
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 448,963
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,056,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,056,000
Corbin:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 192,720
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 192,720
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 71,280
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 71,280
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 264,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 264,000
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 264,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 264,000
The Shares are directly held by ASPIF II, ASOF, Alameda, Corbin
and COF (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. As Corbin and COFs investment
manager, CCP has the power to vote and direct the disposition of all Shares
held by Corbin and COF. This report shall not be deemed an admission that ACM,
CCP, 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.
ASPIF II, ASOF, Alameda, ACM, Corbin, CCPG, CCP and COF may be
deemed members of a group, as defined in Rule 13d-5 under the Act, with
respect to the Shares. Such group may be deemed to beneficially own 1,320,000
Shares. Corbin, CCPG, CCP and COF disclaim beneficial ownership over the
Shares held directly by ASPIF II, ASOF and Alameda. ASPIF II, ASOF, Alameda
and ACM disclaim beneficial ownership over the Shares held directly by Corbin
and COF.
Item 9. Notice of Dissolution of Group.
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
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
July 30, 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
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Class A common stock Belong Acquisition Corp., filed
July 30, 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
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
July 30, 2021