SC 13G/A
1
HawksAcqCorp_SC13G_A.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Hawks Acquisition Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
42032P108
(CUSIP Number)
December 31, 2022
(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
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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. 42032P108
1
NAMES OF REPORTING PERSONS
Atalaya Special Purpose Investment Fund II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
264,331
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
264,331
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,331
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)
1.15%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
ACM ASOF VII (Cayman) Holdco LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
370,854
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
370,854
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,854
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)
1.61%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
ACM Alameda Special Purpose Investment Fund II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
232,651
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
232,651
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,651
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)
1.01%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
ACM Alamosa (Cayman) Holdco LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
Atalaya Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
1,238,690
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,238,690
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,238,690
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)
5.39%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
Corbin ERISA Opportunity Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
370,854
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
370,854
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,854
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)
1.61%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
Corbin Capital Partners GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
370,854
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
370,854
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,854
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)
1.61%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 42032P108
1
NAMES OF REPORTING PERSONS
Corbin Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
370,854
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
370,854
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,854
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)
1.61%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
Explanatory Note
Item 1.(a) Name of Issuer
Hawks Acquisition Corp.
Item 1.(b) Address of Issuer's Principal Executive Offices
600 Lexington Avenue, 9th Floor, New York, NY 10022
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)ACM Alamosa (Cayman) Holdco LP ("Alamosa");
(v)Atalaya Capital Management LP ("ACM");
(vi)Corbin ERISA Opportunity Fund, Ltd. ("CEOF");
(vii)Corbin Capital Partners GP, LLC ("Corbin GP"); 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, Alamosa and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY
10020. The address of the principal business office of each of CEOF, Corbin
GP and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022.
Item 2.(c) Citizenship
Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of
ASOF, Alameda and Alamosa is a Cayman Islands exempted limited partnership.
CEOF is a Cayman Islands exempted company. Corbin GP is a Delaware limited
liability company.
Item 2.(d) Title of Class of Securities
Class A common stock, par value $0.0001 per share (the "Shares").
Item 2.(e) CUSIP Number
42032P108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 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 1,238,690
Shares, which amount includes (i) the 264,331 Shares beneficially owned by
ASPIF II, (ii) the 370,854 Shares beneficially owned by ASOF, (iii) the
232,651 Shares beneficially owned by Alameda and (iv) the 370,854 Shares
beneficially owned by CEOF. Each of Corbin GP and CCP may be deemed the
beneficial owner of 370,854 Shares beneficially owned by CEOF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 5.39% of Shares outstanding, which amount includes (i) 1.61% of
Shares outstanding beneficially owned by ASPIF II, (ii) 1.15% of Shares
outstanding beneficially owned by ASOF, (iii) 1.01% of Shares outstanding
beneficially owned by Alameda and (iv) the 1.61% of Shares outstanding
beneficially owned by CEOF. Each of Corbin GP and CCP may be deemed the
beneficial owner of approximately 1.61% of Shares outstanding, which amount
includes the 1.61% of Shares outstanding beneficially owned by CEOF. These
percentages are based on 23,000,000 shares of the Class A common stock as
reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on
November 14, 2022.
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: 264,331
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 264,331
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 232,650
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 232,650
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,238,690
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,238,690
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 370,854
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 370,854
The Shares are directly held by ASPIF II, ASOF, Alameda, Alamosa and CEOF
(the Direct Holders). As ASPIF II, ASOF, Alameda and Alamosa's investment
manager, ACM has the power to vote and direct the disposition of all Shares
held by ASPIF II, ASOF, Alameda and Alamosa. As CEOFs investment manager, CCP
has the power to vote and direct the disposition of all Shares held by CEOF.
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
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group
ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, Corbin GP and CCP 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 1,238,690 Shares.
CEOF, Corbin GP and CCP disclaim beneficial ownership over the Shares held
directly by ASPIF II, ASOF, Alameda and Alamosa. ASPIF II, ASOF, Alameda,
Alamosa and ACM disclaim beneficial ownership over the Shares held directly
by CEOF.
Item 9. Notice of Dissolution of Group
This Item 9 is not applicable.
Item 10. Certification
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.
Dated: February 14, 2023
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
ACM Alamosa (Cayman) Holdco 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 Capital Partners GP, 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
