Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
CIIG Capital Partners II, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
12561U208**
(CUSIP Number)
September 15, 2021
(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.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one share of Class A common stock and one-half of one redeemable warrant
(the Units).
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. 12561U208
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
228,023
7
Sole Dispositive Power
0
8
Shared Dispositive Power
228,023
9
Aggregate Amount Beneficially Owned by Each Reporting Person
228,023
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)
0.9%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 12561U208
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
718,742
7
Sole Dispositive Power
0
8
Shared Dispositive Power
718,742
9
Aggregate Amount Beneficially Owned by Each Reporting Person
718,742
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)
2.9%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 12561U208
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
401,342
7
Sole Dispositive Power
0
8
Shared Dispositive Power
401,342
9
Aggregate Amount Beneficially Owned by Each Reporting Person
401,342
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)
1.6%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 12561U208
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
1,348,107
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,348,107
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,348,107
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)
5.4%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 12561U208
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
538,417
7
Sole Dispositive Power
0
8
Shared Dispositive Power
538,417
9
Aggregate Amount Beneficially Owned by Each Reporting Person
538,417
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)
2.2%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 12561U208
1
Names of Reporting Persons
Corbin Opportunity Fund, 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
269,726
7
Sole Dispositive Power
0
8
Shared Dispositive Power
269,726
9
Aggregate Amount Beneficially Owned by Each Reporting Person
269,726
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)
1.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 12561U208
1
Names of Reporting Persons
Corbin Capital Partners Group, 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
808,143
7
Sole Dispositive Power
0
8
Shared Dispositive Power
808,143
9
Aggregate Amount Beneficially Owned by Each Reporting Person
808,143
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)
3.2%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 12561U208
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
808,143
7
Sole Dispositive Power
0
8
Shared Dispositive Power
808,143
9
Aggregate Amount Beneficially Owned by Each Reporting Person
808,143
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)
3.2%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
CIIG Capital Partners II, Inc.
Item 1(b). Address of Issuers Principal Executive Offices:
40 West 57th Street, 29th Floor, New York, New York 10019
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. Atalaya Capital Management LP (ACM);
v. Corbin ERISA Opportunity Fund, Ltd. (Corbin);
vi. Corbin Opportunity Fund, L.P. (COF);
vii. Corbin Capital Partners Group, 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 and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The
address of the principal business office of each of Corbin, CCPG, CCP and COF
is 590 Madison Avenue, 31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ASPIF II, ACM, CCP and COF is a Delaware limited partnership.
Each of ASOF and Alameda is a Cayman Islands exempted limited partnership.
Corbin 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:
12561U208
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
1,348,107 Shares underlying Units, which amount includes (i) the 228,023 Shares
underlying Units beneficially owned by ASPIF II, (ii) the 718,742 Shares
underlying Units beneficially owned by ASOF and (iii) the 401,342 Shares
underlying Units beneficially owned by Alameda. Each of CCPG and CCP may be
deemed the beneficial owner of 808,143 Shares underlying Units, which amount
includes the (i) 538,417 Shares underlying Units beneficially owned by Corbin,
and (ii) 269,726 Shares underlying Units beneficially owned by COF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 5.4% of Shares outstanding, which amount includes (i) 0.9% of
Shares outstanding beneficially owned by ASPIF II, (ii) 2.9% of Shares
outstanding beneficially owned by ASOF, and (iii) 1.6% of Shares outstanding
beneficially owned by Alameda. Each of CCPG and CCP may be deemed the
beneficial owner of approximately 3.2% of Shares outstanding, which amount
includes (i) 2.2% of Shares outstanding beneficially owned by Corbin, and
(ii) 1.1% of Shares outstanding beneficially owned by COF. (These
percentages are based on 25,000,000 Shares outstanding as reported in the
Issuers Prospectus filed with the Securities and Exchange Commission on
September 16, 2021.)
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: 228,023
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 228,023
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 718,742
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 718,742
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 401,342
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 401,342
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,348,107
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,348,107
Corbin:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 538,417
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 538,417
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 269,726
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 269,726
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 808,143
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 808,143
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 808,143
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 808,143
The Shares are directly held by ASPIF II, ASOF, Alameda, Corbin and
COF (the Direct Holders). As ASPIF II, ASOF and Alamedas investment manager,
ACM has the power to vote and direct the disposition of all Shares held by
ASPIF II, ASOF, and Alameda. As Corbin and COFs investment manager, CCP has
the power to vote and direct the disposition of all Shares held by Corbin and
COF. 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, Corbin, CCPG, CCP and COF 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 2,156,250 Shares. Corbin,
CCPG, CCP and COF 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 Corbin and COF.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
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
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 Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, 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
September 24, 2021
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).
EXHIBIT INDEX
Ex.
A. Joint Filing Agreement
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Class A common stock of CIIG Capital Partners II, Inc., filed
September 24, 2021 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
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
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 Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, 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
September 24, 2021