SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Trajectory Alpha Sponsor LLC (Last) (First) (Middle) 99 WALL STREET, #5801 (Street) NEW YORK NY 10005 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/09/2021	3. Issuer Name and Ticker or Trading Symbol Trajectory Alpha Acquisition Corp. [ TCOA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	4,207,500(2)	(1)	D(3)

1. Name and Address of Reporting Person* Trajectory Alpha Sponsor LLC (Last) (First) (Middle) 99 WALL STREET, #5801 (Street) NEW YORK NY 10005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* BORDES PETER A JR (Last) (First) (Middle) 99 WALL STREET, #5801 (Street) NEW YORK NY 10005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Frankel Michael E.S. (Last) (First) (Middle) 99 WALL STREET, #5801 (Street) NEW YORK NY 10005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Sethi Paul (Last) (First) (Middle) 99 WALL STREET, #5801 (Street) NEW YORK NY 10005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported shares of Trajectory Alpha Acquisition Corp. (the "Issuer") are directly held by Trajectory Alpha Sponsor LLC (the "Sponsor"). The Issuer's shares of Class B common stock, par value $0.0001 per share, are convertible for the Issuer's shares of Class A common stock, par value $0.0001 per share, as described in the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253967) and have no expiration date.

2. The Sponsor is expected to forfeit to the Issuer 1,732,036 founder shares immediately prior to the closing of the initial public offering. In addition, if the underwriters' option to purchase additional units is not exercised, the Sponsor will forfeit to the Issuer an additional 419,915 founder shares upon the expiration of the underwriters' option to purchase additional units.

3. The Sponsor is the record holder of such shares of Class B common stock. Mr. Bordes, Mr. Frankel and Mr. Sethi are the members of the Sponsor and share voting and investment discretion with respect to the shares of Class B common stock held of record by the Sponsor. In addition, each of Mr. Bordes, Mr. Frankel and Mr. Sethi may be entitled to distributions of private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Bordes, Mr. Frankel and Mr. Sethi disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Peter Bordes is the Executive Chairman and Chief Executive Officer of the Issuer. Michael E.S. Frankel is the President and Chief Financial Officer of the Issuer. Paul Sethi is the Lead Director of the Issuer.

	/s/ See Signatures Included in Exhibit 99.1	12/09/2021
	** Signature of Reporting Person	Date
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