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