0001041062-23-000117.txt : 20230508
0001041062-23-000117.hdr.sgml : 20230508
20230508195441
ACCESSION NUMBER: 0001041062-23-000117
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230426
FILED AS OF DATE: 20230508
DATE AS OF CHANGE: 20230508
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atalaya Capital Management LP
CENTRAL INDEX KEY: 0001812285
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40802
FILM NUMBER: 23899558
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACM ARRT I LLC
CENTRAL INDEX KEY: 0001966008
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40802
FILM NUMBER: 23899557
BUSINESS ADDRESS:
STREET 1: ONE ROCKERFELLER PLAZA
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 212-201-1910
MAIL ADDRESS:
STREET 1: ONE ROCKERFELLER PLAZA
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CIIG Capital Partners II, Inc.
CENTRAL INDEX KEY: 0001841338
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 861477978
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 40 WEST 57TH STREET 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2127964796
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: CIIG Merger Corp. II
DATE OF NAME CHANGE: 20210120
3
1
primary_doc.xml
PRIMARY DOCUMENT
X0206
3
2023-04-26
0
0001841338
CIIG Capital Partners II, Inc.
CIIG
0001812285
Atalaya Capital Management LP
ONE ROCKEFELLER PLAZA, 32ND FLOOR
NEW YORK
NY
10020
0
0
1
0
0001966008
ACM ARRT I LLC
ONE ROCKERFELLER PLAZA
32ND FLOOR
NEW YORK
NY
10020
0
0
1
0
Class A Common Stock
2425555
I
See footnote
Class A Common Stock
769554
I
See footnote
Class A Common Stock
1207076
I
See footnote
Class A Common Stock
80475
I
See footnote
Class A Common Stock
160269
I
See footnote
Public Warrants
Class A Common Stock
359371
I
See footnote
Public Warrants
Class A Common Stock
114011
I
See footnote
Public Warrants
Class A Common Stock
200671
I
See footnote
Public Warrants
Class A Common Stock
134879
I
See footnote
Public Warrants
Class A Common Stock
269192
I
See footnote
Private Warrants
Class A Common Stock
670072
I
See footnote
Private Warrants
Class A Common Stock
212702
I
See footnote
Private Warrants
Class A Common Stock
374139
I
See footnote
Private Warrants
Class A Common Stock
251503
I
See footnote
Private Warrants
Class A Common Stock
502001
I
See footnote
The reporting persons held shares of Class A common stock of CIIG Capital Partners II, Inc. ("CIIG") prior to the consummation of the business combination (the "Business Combination") between CIIG and Zapp Electric Vehicles Group Limited ("Zapp"), following which, such shares were exchanged for ordinary shares of Zapp, the post-business combination company, on a one-for-one basis.
The securities are held by ACM ASOF VII (Cayman) Holdco LP ("ASOF"), of which Atalaya Capital Management LP ("ACM") is the Manager and has investment and dispositive power over these shares. 2,211,146 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. 214,409 of the shares and 670,072 warrants are held directly by CIIG
Management II LLC, CIIG's sponsor (the "Sponsor"), and are distributable to ASOF within 60 days.
The securities are held by Atalaya Special Purpose Investment Fund II LP ("ASPIF II"), of which ACM is the Manager and has investment and dispositive power over these shares. 701,494 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. The remaining 68,060 of the shares and 212,702 warrants are held directly by the Sponsor, and are distributable to ASPIF II within 60 days.
The securities are held by ACM Alameda Special Purpose Investment Fund II LP ("Alameda"), of which ACM is the Manager and has investment and dispositive power over these shares. 1,087,360 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. 119,716 of the shares and 374,139 warrants are held directly by the Sponsor, and are distributable to Alameda within 60 days.
These securities are held by Corbin Opportunity Fund, LP ("Corbin Opportunity"). 80,475 of the shares and 251,503 warrants are held directly by the Sponsor, and are distributable to Corbin Opportunity within 60 days. ACM has the power to vote and direct the disposition of all shares held by Corbin Opportunity, and as a result, may be deemed to beneficially own the securities held by Corbin Opportunity. ACM disclaims beneficial ownership of the securities held by Corbin Opportunity except to the extent of its pecuniary interest therein.
These securities are held by Corbin ERISA Opportunity Fund, Ltd ("COEF"). 160,629 of the shares and 502,001 warrants are held directly by the Sponsor, and are distributable to COEF within 60 days. ACM has the power to vote and direct the disposition of all shares held by COEF, and as a result, may be deemed to beneficially own the securities held by COEF. ACM disclaims beneficial ownership of the securities held by COEF except to the extent of its pecuniary interest therein.
The reporting persons held warrants of CIIG prior to the consummation of the Business Combination, with each warrant entitling the holder thereof to purchase one whole share of CIIG Class A common stock at a price of $11.50 per share. Following consummation of the Business Combination on April 28, 2023, each warrant was exchanged on a one-for-one basis for a warrant of Zapp entitling the holder thereof to purchase one whole ordinary share of Zapp at a price of $11.50 per ordinary share, the post-business combination company.
The warrants are exercisable 30 days after consummation of the issuer's initial business combination, or May 28, 2023, and expire on the fifth anniversary of the issuer's initial business combination, or April 28, 2028.
Each warrant entitles the holder thereof to purchase one whole share at a price of $11.50 per share.
Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory
2023-05-08
ACM ARRT I LLC By: /s/ Drew Phillips, Authorized Signatory
2023-05-08