0001041062-23-000096.txt : 20230214
0001041062-23-000096.hdr.sgml : 20230214
20230214153102
ACCESSION NUMBER: 0001041062-23-000096
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: Trajectory Alpha Acquisition Corp.
CENTRAL INDEX KEY: 0001846750
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 861837862
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-93128
FILM NUMBER: 23627970
BUSINESS ADDRESS:
STREET 1: 99 WALL STREET, #5801
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 646-450-2536
MAIL ADDRESS:
STREET 1: 99 WALL STREET, #5801
CITY: NEW YORK
STATE: NY
ZIP: 10005
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
TrajectoryAlpha_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)*
Trajectory Alpha Acquisition Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
89301B104
(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. 89301B104
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
198,247
7
Sole Dispositive Power
0
8
Shared Dispositive Power
198,247
9
Aggregate Amount Beneficially Owned by Each Reporting Person
198,247
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)
1.15%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.89301B104
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
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.61%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.
89301B104
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
174,487
7
Sole Dispositive Power
0
8
Shared Dispositive Power
174,487
9
Aggregate Amount Beneficially Owned by Each Reporting Person
174,487
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)
1.01%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.89301B104
1
Names of Reporting Persons
ACM Alamosa (Cayman) Holdco 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
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
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%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.89301B104
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
929,016
7
Sole Dispositive Power
0
8
Shared Dispositive Power
929,016
9
Aggregate Amount Beneficially Owned by Each Reporting Person
929,016
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)
5.39%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.89301B104
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
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.61%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.89301B104
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
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.61%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.89301B104
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
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.61%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Trajectory Alpha Acquisition Corp.
Item 1(b). Address of Issuers Principal Executive Offices:
99 Wall Street, #5801, New York, New York 10005
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, 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 common stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
89301B104
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 929,016 Shares, which amount includes (i) the 198,247 Shares beneficially
owned by ASPIF II, (ii) the 278,141 Shares beneficially owned by ASOF, (iii)
the 174,487 Shares beneficially owned by Alameda and (iv) the 278,141 Shares
beneficially owned by CEOF. Each of CCPG and CCP may be deemed the beneficial
owner of 278,141 Shares, which amount includes the 278,141 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 5.39% of Shares outstanding, which amount includes (i) 1.15% of
Shares outstanding beneficially owned by ASPIF II, (ii) 1.61% of Shares
outstanding beneficially owned by ASOF, (iii) 1.01% of Shares outstanding
beneficially owned by Alameda and (iv) 1.61% of Shares outstanding
beneficially owned by CEOF. Each of CCPG and CCP may be deemed the beneficial
owner of approximately 1.61% of Shares outstanding, which amount includes
1.61% of Shares outstanding beneficially owned by CEOF. These percentages
are based on 17,250,000 shares of Class A common stock as reported on the
Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 10,
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: 198,247
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 198,247
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 174,487
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 174,487
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 929,016
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 929,016
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
The Shares are directly held by ASPIF II, ASOF, Alameda, and CEOF (the Direct
Holders). As ASPIF II, ASOF, and Alameda's investment manager, ACM has the
power to vote and direct the disposition of all Shares held by ASPIF II,
ASOF, and Alameda. 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, 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 929,016 Shares. CEOF, CCPG and
CCP 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 CEOF.
Item 9. Notice of Dissolution of Group.
As of December 31, 2022, Alamosa no longer beneficially held any Shares, and
accordingly is no longer a member of the group referenced above.
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).