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
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TKB Critical Technologies 1
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G88935104**
(CUSIP Number)
October 27, 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 Class A ordinary share 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. G88935104
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) [ ]
(b) [x]
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
458,850
7
Sole Dispositive Power
0
8
Shared Dispositive Power
458,850
9
Aggregate Amount Beneficially Owned by Each Reporting Person
458,850
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)
2.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G88935104
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) [ ]
(b) [x]
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
633,270
7
Sole Dispositive Power
0
8
Shared Dispositive Power
633,270
9
Aggregate Amount Beneficially Owned by Each Reporting Person
633,270
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)
PN
CUSIP No. G88935104
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) [ ]
(b) [x]
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
807,880
7
Sole Dispositive Power
0
8
Shared Dispositive Power
807,880
9
Aggregate Amount Beneficially Owned by Each Reporting Person
807,880
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)
4.0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G88935104
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
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
1,900,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,900,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,900,000
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)
9.5%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
TKB Critical Technologies 1
Item 1(b). Address of Issuers Principal Executive Offices:
400 Continental Blvd, Suite 600, El Segundo, CA 90245
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); and
iv. Atalaya Capital Management LP (ACM).
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.
Item 2(c). Citizenship:
Each of ASPIF II and ACM is a Delaware limited partnership. Each of ASOF
and Alameda is a Cayman Islands exempted limited partnership.
Item 2(d). Title and Class of Securities:
Class A ordinary shares, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
G88935104
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
1,900,000 Shares underlying Units, which amount includes (i) the 458,850
Shares underlying Units beneficially owned by ASPIF II, (ii) the 633,270
Shares underlying Units beneficially owned by ASOF and (iii) the 807,880
Shares underlying Units beneficially owned by Alameda.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 9.5% of Shares outstanding, which amount includes (i) 2.3%
of Shares outstanding beneficially owned by ASPIF II, (ii) 3.2% of Shares
outstanding beneficially owned by ASOF and (iii) 4.0% of Shares outstanding
beneficially owned by Alameda. (These percentages are based on 20,000,000
Shares outstanding as reported in the Issuers Prospectus filed with the
Securities and Exchange Commission on October 28, 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: 458,850
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 458,850
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 633,270
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 633,270
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 807,880
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 807,880
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,900,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,900,000
The Shares are directly held by ASPIF II, ASOF and Alameda (the Direct
Holders). As each of the Direct Holders investment manager, ACM has the power
to vote and direct the disposition of all Shares held by the Direct Holders.
This report shall not be deemed an admission that ACM, 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.
This Item 8 is not applicable.
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
November 2, 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. No. Description
99. Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to Class A ordinary shares of TKB Critical Technologies 1, filed
November 2, 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
November 2, 2021