Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Hawks Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42032P108 (CUSIP Number) December 31, 2022 (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. 42032P108 1 NAMES OF REPORTING PERSONS Atalaya Special Purpose Investment Fund II LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 264,331 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 264,331 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,331 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) 1.15% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 42032P108 1 NAMES OF REPORTING PERSONS ACM ASOF VII (Cayman) Holdco LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 370,854 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 370,854 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,854 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) 1.61% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 42032P108 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) [x] (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 232,651 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 232,651 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 232,651 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) 1.01% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 42032P108 1 NAMES OF REPORTING PERSONS ACM Alamosa (Cayman) Holdco LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 box 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. 42032P108 1 NAMES OF REPORTING PERSONS Atalaya Capital Management LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 1,238,690 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,238,690 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,238,690 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) 5.39% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN CUSIP No. 42032P108 1 NAMES OF REPORTING PERSONS Corbin ERISA Opportunity Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 370,854 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 370,854 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,854 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) 1.61% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 42032P108 1 NAMES OF REPORTING PERSONS Corbin Capital Partners GP, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 370,854 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 370,854 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,854 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) 1.61% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 42032P108 1 NAMES OF REPORTING PERSONS Corbin Capital Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 370,854 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 370,854 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,854 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) 1.61% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN Explanatory Note Item 1.(a) Name of Issuer Hawks Acquisition Corp. Item 1.(b) Address of Issuer's Principal Executive Offices 600 Lexington Avenue, 9th Floor, New York, NY 10022 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)ACM Alamosa (Cayman) Holdco LP ("Alamosa"); (v)Atalaya Capital Management LP ("ACM"); (vi)Corbin ERISA Opportunity Fund, Ltd. ("CEOF"); (vii)Corbin Capital Partners GP, LLC ("Corbin GP"); and (viii)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, Alamosa 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 and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022. Item 2.(c) Citizenship Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of ASOF, Alameda and Alamosa is a Cayman Islands exempted 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 42032P108 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 1,238,690 Shares, which amount includes (i) the 264,331 Shares beneficially owned by ASPIF II, (ii) the 370,854 Shares beneficially owned by ASOF, (iii) the 232,651 Shares beneficially owned by Alameda and (iv) the 370,854 Shares beneficially owned by CEOF. Each of Corbin GP and CCP may be deemed the beneficial owner of 370,854 Shares beneficially owned by CEOF. Item 4(b). Percent of Class: As of the date hereof, ACM may be deemed the beneficial owner of approximately 5.39% of Shares outstanding, which amount includes (i) 1.61% of Shares outstanding beneficially owned by ASPIF II, (ii) 1.15% of Shares outstanding beneficially owned by ASOF, (iii) 1.01% of Shares outstanding beneficially owned by Alameda and (iv) the 1.61% of Shares outstanding beneficially owned by CEOF. Each of Corbin GP and CCP may be deemed the beneficial owner of approximately 1.61% of Shares outstanding, which amount includes the 1.61% of Shares outstanding beneficially owned by CEOF. These percentages are based on 23,000,000 shares of the Class A common stock as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022. 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: 264,331 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 264,331 ASOF: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 370,854 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 370,854 Alameda: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 232,650 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 232,650 Alamosa: (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: 1,238,690 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,238,690 CEOF: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 370,854 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 370,854 Corbin GP: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 370,854 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 370,854 CCP: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 370,854 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 370,854 The Shares are directly held by ASPIF II, ASOF, Alameda, Alamosa and CEOF (the Direct Holders). As ASPIF II, ASOF, Alameda and Alamosa's investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II, ASOF, Alameda and Alamosa. As CEOFs investment manager, CCP has the power to vote and direct the disposition of all Shares held by CEOF. 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 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 This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, 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 1,238,690 Shares. CEOF, Corbin GP and CCP disclaim beneficial ownership over the Shares held directly by ASPIF II, ASOF, Alameda and Alamosa. ASPIF II, ASOF, Alameda, Alamosa and ACM disclaim beneficial ownership over the Shares held directly by CEOF. 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: February 14, 2023 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 ACM Alamosa (Cayman) Holdco 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