SC 13G/A
1
ACM_SC13G-A_TwelveSeas.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Twelve Seas Investment Company II
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
90118T106
(CUSIP Number)
December 31, 2023
(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. 90118T106
13G
1
NAMES OF REPORTING PERSONS
Atalaya Special Purpose Investment Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(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
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
10
CHECK 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. 90118T106
13G
1
NAMES OF REPORTING PERSONS
Atalaya Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(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
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
10
CHECK 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)
IA, PN
CUSIP No. 90118T106
13G
1
NAMES OF REPORTING PERSONS
Corbin ERISA Opportunity Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(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 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)
OO
CUSIP No. 90118T106
13G
1
NAMES OF REPORTING PERSONS
Corbin Capital Partners GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(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
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
10
CHECK 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)
OO
CUSIP No. 90118T106
13G
1
NAMES OF REPORTING PERSONS
Corbin Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(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
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
10
CHECK 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)
IA, PN
CUSIP No. 90118T106
13G
1
NAMES OF REPORTING PERSONS
Corbin Opportunity Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(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
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
10
CHECK 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
Item 1.(a) Name of Issuer
Twelve Seas Investment Company II
Item 1.(b) Address of Issuer's Principal Executive
Offices
2685 Nottingham Avenue, Los Angeles, California 90027
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 LP ("ASPIF");
(ii)
Atalaya Capital Management LP ("ACM");
(iii)
Corbin ERISA Opportunity Fund, Ltd. ("CEOF");
(iv)
Corbin Capital Partners GP, LLC ("Corbin GP");
(v)
Corbin Capital Partners, L.P. ("CCP"); and
(vi)
Corbin Opportunity Fund, L.P. ("COF").
Item 2.(b) Address of Principal Business Office or, if
None, Residence
The address of the principal business office of each of ASPIF
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, CCP, and COF is 590 Madison Avenue, 31st Floor,
New York, NY 10022.
Item 2.(c) Citizenship
Each of ACM, ASPIF, CCP and COF is a Delaware 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
90118T106
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, ASPIF may be deemed the beneficial owner of
0 Shares. ACM may be deemed the beneficial owner of 0 Shares, which
amount includes the 0 Shares beneficially owned by ASPIF. Each of
Corbin GP and CCP may be deemed the beneficial owner of 0 Shares,
which amount includes (i) the 0 Shares beneficially owned by CEOF,
and (ii) the 0 Shares beneficially owned by COF.
Item 4(b). Percent of Class:
As of the date hereof, ASPIF may be deemed the beneficial owner of
approximately 0% of Shares outstanding. ACM may be deemed the beneficial
owner of approximately 0% of Shares outstanding. Each of Corbin GP and CCP
may be deemed the beneficial owner of approximately 0% of Shares
outstanding, which amount includes (i) the 0% of Shares outstanding
beneficially owned by CEOF, and (ii) the 0% of Shares outstanding
beneficially owned by COF.
Item 4(c). Number of shares as to which such person has:
ASPIF:
(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: 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
CEOF:
(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
Corbin GP:
(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
CCP:
(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
COF:
(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
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following [X].
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
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group
As of December 31, 2023, ASPIF, ACM, CEOF, Corbin GP, CCP, and COF
had ceased to beneficially own any Shares and, as of that date, had
ceased to be a member of a group with the other Reporting Persons with
respect to the Issuer's Shares.
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, 2024
Atalaya Special Purpose Investment Fund 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
Corbin Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
