0001041062-23-000094.txt : 20230214
0001041062-23-000094.hdr.sgml : 20230214
20230214152906
ACCESSION NUMBER: 0001041062-23-000094
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20230214
DATE AS OF CHANGE: 20230214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Generation Asia I Acquisition Ltd
CENTRAL INDEX KEY: 0001852061
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 981588665
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-93266
FILM NUMBER: 23627932
BUSINESS ADDRESS:
STREET 1: TWO EXCHANGE SQUARE, SUITE 3102
STREET 2: 8 CONNAUGHT PLACE, CENTRAL
CITY: HONG KONG
STATE: F4
ZIP: 0
BUSINESS PHONE: 852-2131-8900
MAIL ADDRESS:
STREET 1: TWO EXCHANGE SQUARE, SUITE 3102
STREET 2: 8 CONNAUGHT PLACE, CENTRAL
CITY: HONG KONG
STATE: F4
ZIP: 0
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/A
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/A
1
GenAsiaIAcqLtd_SC13G_A.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Generation Asia I Acquisition Limited
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G38258102
(CUSIP Number)
December 31, 2022
(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.
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. G38258102
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
264,330
7
Sole Dispositive Power
0
8
Shared Dispositive Power
264,330
9
Aggregate Amount Beneficially Owned by Each Reporting Person
264,330
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)
1.21%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.G38258102
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
370,854
7
Sole Dispositive Power
0
8
Shared Dispositive Power
370,854
9
Aggregate Amount Beneficially Owned by Each Reporting Person
370,854
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)
1.69%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.G38258102
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) [ ]
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
232,650
7
Sole Dispositive Power
0
8
Shared Dispositive Power
232,650
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,650
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)
1.06%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.G38258102
1
Names of Reporting Persons
ACM Alamosa (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
741,312
7
Sole Dispositive Power
0
8
Shared Dispositive Power
741,312
9
Aggregate Amount Beneficially Owned by Each Reporting Person
741,312
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)
3.38%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.G38258102
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
1,980,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,980,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,980,000
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)
9.03%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.G38258102
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
370,854
7
Sole Dispositive Power
0
8
Shared Dispositive Power
370,854
9
Aggregate Amount Beneficially Owned by Each Reporting Person
370,854
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)
1.69%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.G38258102
1
Names of Reporting Persons
Corbin Capital Partners GP, 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
370,854
7
Sole Dispositive Power
0
8
Shared Dispositive Power
370,854
9
Aggregate Amount Beneficially Owned by Each Reporting Person
370,854
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)
1.69%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.G38258102
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
370,854
7
Sole Dispositive Power
0
8
Shared Dispositive Power
370,854
9
Aggregate Amount Beneficially Owned by Each Reporting Person
370,854
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)
1.69%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Generation Asia I Acquisition Limited
Item 1(b). Address of Issuers Principal Executive Offices:
Boundary Hall, Cricket Square, Grand Cayman, KY1-1102,
Cayman Islands
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. ACM Alamosa (Cayman) Holdco LP (Alamosa);
v. Atalaya Capital Management LP (ACM);
vi. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
vii. Corbin Capital Partners GP, 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 GIC, ASPIF
II, ASOF, Alameda, Alamosa and ACM is One Rockefeller Plaza, 32nd Floor, New
York, NY 10020. The address of the principal business office of each of CEOF,
CCPG and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of
ASOF, Alameda and Alamosa is a Cayman Islands exempted limited partnership.
CEOF is a Cayman Islands exempted company. CCPG is a Delaware limited
liability company.
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:
G38258102
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 1,980,000 Shares, which amount includes (i) the 264,330 Shares
beneficially owned by ASPIF II, (ii) the 370,854 Shares beneficially owned by
ASOF, (iii) the 232,650 Shares beneficially owned by Alameda, (iv) the
741,312 Shares beneficially owned by Alamosa and (v) the 370,854 Shares
beneficially owned by CEOF. Each of CCPG and CCP may be deemed the beneficial
owner of 370,854 Shares, which amount includes the 370,854 Shares
beneficially owned by CEOF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 9.03% of Shares outstanding, which amount includes (i) 1.21% of
Shares outstanding beneficially owned by ASPIF II, (ii) 1.69% of Shares
outstanding beneficially owned by ASOF, (iii) 1.06% of Shares outstanding
beneficially owned by Alameda, (iv) 3.38% of Shares outstanding beneficially
owned by Alamosa and (v) the 1.69% of Shares outstanding beneficially owned
by CEOF. Each of CCPG and CCP may be deemed the beneficial owner of
approximately 1.69% of Shares outstanding, which amount
includes 1.69% of Shares outstanding beneficially owned by CEOF. These
percentages are based on ?21,930,000 Class A ordinary shares as reported on
the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14,
2022.
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: 264,330
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 264,330
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 232,650
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 232,650
????
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 741,312
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 741,312
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,980,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,980,000
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
The Shares are directly held by ASPIF II, ASOF, Alameda, Alamosa, and CEOF
(the Direct Holders). As ASPIF II, ASOF, Alameda and Alamosa's investment
manager, ACM has the power to vote and direct the disposition of all Shares
held by ASPIF II, ASOF, Alameda, and Alamosa. As CEOFs investment manager,
CCP has the power to vote and direct the disposition of all Shares held by
CEOF. 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, Alamosa, ACM, CEOF, CCPG and CCP 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 1,980,000 Shares.
CEOF, CCPG and CCP disclaim beneficial ownership over the Shares held
directly by ASPIF II, ASOF, Alameda, and Alamosa. ASPIF II, ASOF, Alameda,
Alamosa and ACM disclaim beneficial ownership over the Shares held directly
by CEOF.
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
ACM Alamosa (Cayman) Holdco 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 Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
February 14, 2023
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).