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3//SEC Filing

Atalaya Capital Management LP 3

Accession 0001041062-23-000117

CIK 0001841338other
View on SEC.govCompany Profile

Filed

May 7, 8:00 PM ET

Accepted

May 8, 7:54 PM ET

Size

25.0 KB

Accession

0001041062-23-000117

Insider Transaction Report

Form 3
Period: 2023-04-26
CIIG Capital Partners II, Inc.CIIG
Atalaya Capital Management LP
10% Owner
Holdings

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (359,371 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (212,702 underlying)

  • Class A Common Stock

    (indirect: See footnote)
    160,269

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (200,671 underlying)

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (114,011 underlying)

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (269,192 underlying)

  • Class A Common Stock

    (indirect: See footnote)
    2,425,555

  • Class A Common Stock

    (indirect: See footnote)
    769,554

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (374,139 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (251,503 underlying)

  • Class A Common Stock

    (indirect: See footnote)
    1,207,076

  • Class A Common Stock

    (indirect: See footnote)
    80,475

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (670,072 underlying)

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (134,879 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (502,001 underlying)
ACM ARRT I LLC
10% Owner
Holdings

  • Class A Common Stock

    (indirect: See footnote)
    80,475

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (502,001 underlying)

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (269,192 underlying)

  • Class A Common Stock

    (indirect: See footnote)
    769,554

  • Class A Common Stock

    (indirect: See footnote)
    1,207,076

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (359,371 underlying)

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (200,671 underlying)

  • Class A Common Stock

    (indirect: See footnote)
    2,425,555

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (114,011 underlying)

  • Public Warrants

    (indirect: See footnote)
    → Class A Common Stock (134,879 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (670,072 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (212,702 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (374,139 underlying)

  • Private Warrants

    (indirect: See footnote)
    → Class A Common Stock (251,503 underlying)

  • Class A Common Stock

    (indirect: See footnote)
    160,269
Footnotes (9)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]Each warrant entitles the holder thereof to purchase one whole share at a price of $11.50 per share.

Documents

1 file

Issuer

CIIG Capital Partners II, Inc.

CIK 0001841338

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001812285

Filing Metadata

Form type
3
Filed
May 7, 8:00 PM ET
Accepted
May 8, 7:54 PM ET
Size
25.0 KB
View on SEC.gov