Filing Details
- Accession Number:
- 0000895345-21-001049
- Form Type:
- 13G Filing
- Publication Date:
- 2021-12-13 19:00:00
- Filed By:
- Atalaya Capital Management Lp
- Company:
- Navitas Semiconductor Corp
- Filing Date:
- 2021-12-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Atalaya Capital Management | 0 | 5,292,892 | 0 | 5,292,892 | 5,292,892 | 4.2% |
ACM ASOF VII (Cayman) Holdco | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 2.4% |
Atalaya Special Purpose Investment Fund | 0 | 484,539 | 0 | 484,539 | 484,539 | 0.4% |
Corbin Opportunity Fund | 0 | 602,739 | 0 | 602,739 | 602,739 | 0.5% |
Corbin ERISA Opportunity Fund, Ltd | 0 | 1,205,614 | 0 | 1,205,614 | 1,205,614 | 1.0% |
Corbin Capital Partners GP | 0 | 1,808,353 | 0 | 1,808,353 | 1,808,353 | 1.4% |
Corbin Capital Partners | 0 | 1,808,353 | 0 | 1,808,353 | 1,808,353 | 1.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Navitas Semiconductor Corp.(f/k/a Live Oak Acquisition Corp. II) |
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
53804W106 |
(CUSIP Number)
October 19, 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).
** The Reporting Persons previously filed an Amendment No. 2 to Schedule 13G in respect of the Issuer’s Class A common stock, par value $0.0001 per share on October 22, 2021 (the “Amendment No.
2”). The Amendment No. 2 incorrectly identified Corbin Capital Partners Group, LLC as the general partner of Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P., when the general partner of those entities should instead have
been identified as Corbin Capital Partners GP, LLC. This Amendment No. 3 to the original Schedule 13G (the “Original Schedule 13G”) is being filed solely to correct such error and does not modify or update in any way disclosures made in the
Amendment No. 2 to the Original Schedule 13G.
CUSIP No. 53804W106 | 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 | | | ||
5,292,892 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
5,292,892 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
5,292,892 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.2% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IA, PN | | | |||
| |
CUSIP No. 53804W106 | 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 | | | ||
3,000,000 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
3,000,000 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
3,000,000 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.4% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
CUSIP No. 53804W106 | 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 | | | ||
484,539 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
484,539 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
484,539 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.4% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
CUSIP No. 53804W106 | 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 | | | ||
602,739 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
602,739 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
602,739 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.5% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
CUSIP No. 53804W106 | 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 | | | ||
1,205,614 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
1,205,614 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,205,614 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
CUSIP No. 53804W106 | 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 | | | ||
1,808,353 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
1,808,353 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | | ||
1,808,353 | | | |||
| | ||||
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) | | | ||
OO | | | |||
| |
CUSIP
No. 53804W106 | 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 | | | ||
1,808,353 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
1,808,353 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON | | | ||
1,808,353 | | | |||
| | ||||
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) | | | ||
IA, PN | | | |||
| |
Explanatory Note
The Reporting Persons previously filed an Amendment No. 2 to Schedule 13G in respect of the Issuer’s Class A common stock, par value $0.0001 per share on
October 22, 2021 (the “Amendment No. 2”). The Amendment No. 2 incorrectly identified Corbin Capital Partners Group, LLC as the general partner of Corbin ERISA Opportunity Fund, Ltd and Corbin Opportunity
Fund, L.P., when the general partner of those entities should instead have been identified as Corbin Capital Partners GP, LLC. This Amendment No. 3 to the original Schedule 13G (the “Original Schedule
13G”) is being filed solely to correct such error and does not modify or update in any way disclosures made in the Amendment No. 2 to the Original Schedule 13G.
Item 1.(a) Name of Issuer
Navitas Semiconductor Corporation
(f/k/a Live Oak Acquisition Corp. II, the Issuer)
Item 1.(b) Address of Issuer’s Principal Executive Offices
22 Fitzwilliam Square, Dublin, Ireland, D02 FH68
Item 2.(a) Name of Person Filing
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
(i) | Atalaya Capital Management LP (“ACM”); |
(ii) | ACM ASOF VII (Cayman) Holdco LP (“ASOF”); |
(iii) | Atalaya Special Purpose Investment Fund LP (“ASPIF”); |
(iv) | Corbin Opportunity Fund, L.P. (“COF”); |
(v) | Corbin ERISA Opportunity Fund, Ltd. (“CEOF”); |
(vi) | Corbin Capital Partners GP, LLC (“Corbin GP”); and |
(vii) | 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 ACM, ASOF, and ASPIF 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, CEOF, CCP, and COF is a Delaware limited partnership. Corbin GP is a Delaware limited liability company. ASOF is organized under the
laws of the Cayman Islands.
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
53804W106
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 5,292,892 Shares, which amount includes the (i) 3,000,000 Shares beneficially owned by
ASOF, (ii) 484,539 Shares beneficially owned by ASPIF, including 73,333 Shares underlying warrants, (iii) 1,205,614 Shares beneficially owned by CEOF, including 317,777 Shares underlying warrants, and
(iv) 602,739 Shares beneficially owned by COF, including 158,889 Shares underlying warrants. Each of Corbin GP and CCP may be deemed the beneficial owner of 1,808,353 Shares, which amount includes the (i)
1,205,614 Shares and Shares underlying warrants beneficially owned by CEOF and (ii) 602,739 Shares and Shares underlying warrants beneficially owned by COF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of approximately 4.2% of Shares outstanding, which amount includes (i) 2.4% of Shares
outstanding beneficially owned by ASOF, (ii) 0.4% of Shares outstanding beneficially owned by ASPIF, (iii) 1.0% of Shares outstanding beneficially owned by CEOF and (iv) 0.5% of Shares outstanding
beneficially owned by COF. Each of Corbin GP and CCP may be deemed the beneficial owner of 1.4% of Shares outstanding. These percentages are based on 126,874,999 Shares outstanding, which includes (i) the
126,325,000 Shares outstanding as reported under the maximum redemption scenario in the Issuers Amendment No. 4 to its Registration Statement on Form S-4 filed on September 16, 2021 and (ii) the Shares
underlying the warrants held of record by the Reporting Persons.
Item 4(c). Number of shares as to which such person has:
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 5,292,892
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 5,292,892
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,000,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,000,000
ASPIF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 484,539
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 484,539
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,205,614
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,205,614
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 602,739
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 602,739
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,808,353
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,808,353
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,808,353
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,808,353
The Shares are directly held by ASOF, ASPIF, CEOF, and COF (the Direct Holders). As ASPIF and ASOFs investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF
and ASOF. As CEOF and COFs 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, Corbin GP, 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
If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five 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
ACM, ASOF, ASPIF, CEOF, COF, 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 5,292,892 Shares. COF, CEOF, Corbin GP, and CCP disclaim beneficial ownership over the Shares held directly by ASOF and ASPIF. ASOF, ASPIF, and ACM disclaim beneficial ownership over the
Shares held directly by CEOF and COF.
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: December 14, 2021
| Atalaya Capital Management LP | ||
| By: | /s/ Drew Phillips | |
| Name: | Drew Phillips | |
| Title: | Authorized Signatory |
| ACM ASOF VII (Cayman) Holdco LP | ||
| By: Its: | Atalaya Capital Management LP Investment Manager | |
| By: | /s/ Drew Phillips | |
| Name: | Drew Phillips | |
| Title: | Authorized Signatory |
| Atalaya Special Purpose Investment Fund LP | ||
| By: Its: | Atalaya Capital Management LP Investment Manager | |
| By: | /s/ Drew Phillips | |
| Name: | Drew Phillips | |
| Title: | Authorized Signatory |
| Corbin ERISA Opportunity Fund, Ltd. | ||
| By: Its: | Corbin Capital Partners, L.P. 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, L.P | ||
| By: Its: | Corbin Capital Partners, L.P. Investment Manager | |
| By: | /s/ Daniel Friedman | |
| Name: | Daniel Friedman | |
| Title: | General Counsel |
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 3 to the statement on Schedule 13G with respect to shares of Class A common stock of Navitas Semiconductor Corporation
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 Capital Management LP | ||
| By: | /s/ Drew Phillips | |
| Name: | Drew Phillips | |
| Title: | Authorized Signatory |
| ACM ASOF VII (Cayman) Holdco LP | ||
| By: Its: | Atalaya Capital Management LP Investment Manager | |
| By: | /s/ Drew Phillips | |
| Name: | Drew Phillips | |
| Title: | Authorized Signatory |
| Atalaya Special Purpose Investment Fund LP | ||
| By: Its: | Atalaya Capital Management LP Investment Manager | |
| By: | /s/ Drew Phillips | |
| Name: | Drew Phillips | |
| Title: | Authorized Signatory |
| Corbin ERISA Opportunity Fund, Ltd. | ||
| By: Its: | Corbin Capital Partners, L.P. 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, L.P | ||
| By: Its: | Corbin Capital Partners, L.P. Investment Manager | |
| By: | /s/ Daniel Friedman | |
| Name: | Daniel Friedman | |
| Title: | General Counsel |