Filing Details

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