Corbin Capital Partners GP Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Corbin Capital Partners, L.P.

(Last) (First) (Middle)

590 MADISON AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2023

3. Issuer Name and Ticker or Trading Symbol
Semper Paratus Acquisition Corp [ LGST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares, par value $0.0001 per share	1,716,800	I	See Footnotes(1)(2)(4)
Class A Ordinary Shares, par value $0.0001 per share	603,200	I	See Footnotes(1)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Corbin Capital Partners, L.P.

(Last) (First) (Middle)

590 MADISON AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Corbin ERISA Opportunity Fund, Ltd.

(Last) (First) (Middle)

590 MADISON AVENUE

31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Corbin Capital Partners GP, LLC

(Last) (First) (Middle)

590 MADISON AVENUE

31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. On February 3, 2023, the Issuer held a vote on whether to approve an extension of the date by which the Issuer has to consummate a business combination from February 8, 2023 to December 15, 2023 (the "Extension Amendment Proposal"). In connection with the vote on the Extension Amendment Proposal, holders of 32,116,947 Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares") exercised their right to redeem their Class A Ordinary Shares for cash. Solely as a result of these redemptions, each of Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company ("CEOF"), Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP"), and Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP" and together with CEOF and Corbin GP, the "Reporting Persons") became the beneficial owner of more than 10% of the Issuer's outstanding Class A Ordinary Shares, in each case based on their pre-existing beneficial ownership.

2. Held directly by CEOF. CCP is the investment advisor to CEOF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by CEOF over which CCP shares beneficial ownership.

3. Held directly by Corbin Opportunity Fund, L.P., a Delaware limited partnership ("COF"). CCP is the investment advisor to COF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by COF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by COF over which CCP shares beneficial ownership.

4. Each of the Reporting Persons disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.

	Corbin ERISA Opportunity Fund, Ltd., By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel	02/16/2023
	Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel	02/16/2023
	Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory	02/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.