Zapp Electric Vehicles SC 13G/A CIIG Capital Partners II / Atalaya Capital Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)

October 1, 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)

☑ 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).

**Reflects the CUSIP number for the Issuer’s Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (the “Units”).

*** The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A Common Stock, par value $0.0001 per share on September 24, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of each of Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

CUSIP No. 12561U208 13G

1	NAMES OF REPORTING PERSONS
	Atalaya Special Purpose Investment Fund II 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
			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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 12561U208 13G

1	NAMES OF REPORTING PERSONS
	ACM ASOF VII (Cayman) Holdco LP
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
			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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 12561U208 13G

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)☒
	(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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 12561U208 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
			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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

 

CUSIP No. 12561U208 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
			538,385
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			538,385
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	538,385
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

CUSIP No. 12561U208 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
			269,758
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			269,758
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	269,758
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP No. 12561U208 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
			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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 12561U208 13G

1	NAMES OF REPORTING PERSONS
	Corbin Capital Partners Group, 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. 12561U208 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
			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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

 

Explanatory Note

The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A Common Stock, par value $0.0001 per share on September 24, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of each of Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

Item 1.(a)Name of Issuer

CIIG Capital Partners II, Inc.

Item 1.(b)Address of Issuer’s 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. (“CEOF”);

(vi) Corbin Opportunity Fund, L.P. (“COF”);

(vii) Corbin Capital Partners GP, LLC (“Corbin GP”);

(viii) Corbin Capital Partners Group, LLC (“CCPG”); and

(ix) 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 CEOF, COF, Corbin GP, CCPG and CCP 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. CEOF is a Cayman Islands exempted company. Each of Corbin GP and CCPG 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

12561U208

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 1,348,107 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 Corbin GP and CCP may be deemed the beneficial owner of 808,143 Shares underlying Units, which amount includes the (i) 538,385 Shares underlying Units beneficially owned by CEOF and (ii) the 269,758 Shares underlying Units beneficially owned by COF. As of October 1, 2021, CCPG ceased to beneficially own any Shares.

Item 4(b).Percent of Class:

As of the date hereof, ACM may be deemed the beneficial owner of approximately 4.7% of Shares outstanding, which amount includes (i) 0.8% of Shares outstanding beneficially owned by ASPIF II, (ii) 2.5% of Shares outstanding beneficially owned by ASOF, and (iii) 1.4% of Shares outstanding beneficially owned by Alameda. Each of Corbin GP and CCP may be deemed the beneficial owner of approximately 2.8% of Shares outstanding, which amount includes (i) 1.9% of Shares outstanding beneficially owned by CEOF and (ii) 0.9% of Shares outstanding beneficially owned by COF. (These percentages are based on 28,750,000 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 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

CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 538,385
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 538,385

COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 269,758
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 269,758

Corbin GP:
(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

CCPG:
(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: 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, CEOF and COF (the Direct Holders). As ASPIF II, ASOF and Alameda’s investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II, ASOF and Alameda. As CEOF and COF’s investment manager, CCP has the power to vote and direct the disposition of all Shares held by CEOF 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

As of October 1, 2021, CCPG ceased to beneficially own any Shares and this Amendment No. 1 serves as an exit filing for CCPG.

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, ACM, CEOF, Corbin GP, 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. CEOF, COF, Corbin GP and CCP 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 CEOF and COF.

Item 9.Notice of Dissolution of Group

As of October 1, 2021, CCPG ceased to beneficially own any Shares and, as of that date, 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:  December 14, 2021

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:	/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 GP, LLC
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

Corbin Capital Partners Group, LLC
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

Corbin Capital Partners, L.P.
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

JOINT FILING AGREEMENT

The undersigned hereby agree that this Amendment No. 1 to the statement on Schedule 13G with respect to shares of Class A common stock of CIIG Capital Partners II, Inc. 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.

Dated:  December 14, 2021

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:	/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 GP, LLC
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

Corbin Capital Partners Group, LLC
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

Corbin Capital Partners, L.P.
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel