Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Semper Paratus Acquisition Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
G8028L123
(CUSIP Number)
December 31, 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:
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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 the 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).
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CUSIP No.
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G8028L123
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1
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NAMES OF REPORTING PERSONS
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Corbin Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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2,320,000
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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2,320,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,320,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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CUSIP No.
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G8028L123
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1
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NAMES OF REPORTING PERSONS
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Corbin Capital Partners GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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2,320,000
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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2,320,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,320,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 6.7% |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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Item 1(a)
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Name of Issuer
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The name of the issuer is Semper Paratus Acquisition Corp. (the “Company”).
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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The Company’s principal executive offices are located at 767 Third Avenue, 38th Floor, New York, New York 10017.
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Item 2(a)
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Name of Person Filing
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This statement is filed by on behalf of the following persons (collectively, the “Reporting Persons”):
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(i)
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Corbin Capital Partners, L.P., a Delaware limited partnership
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(ii)
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Corbin Capital Partners GP, LLC, a Delaware limited liability company
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Item 2(b)
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Address of Principal Business Office or, if None, Residence
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The address of the business office of each of the Reporting Persons is 590 Madison Avenue, 31st Floor, New York, NY 10022.
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Item 2(c)
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Citizenship
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The Reporting Persons are organized under the laws of the State of Delaware.
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Item 2(d)
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Title of Class of Securities
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Class A common stock, par value $0.0001 per share (“Common Stock”).
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Item 2(e)
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CUSIP No.
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G8028L123
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Item 3.
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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:
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Not Applicable.
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Item 4.
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Ownership
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The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
The percentages used herein are calculated based upon 34,500,000 Common Stock reported to be outstanding as of December 17, 2021, as reported in the Company’s Quarterly Report on Form 10-Q, as filed with the Securities
and Exchange Commission on December 17, 2021.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check following □.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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The information in Items 2 and 4 is hereby incorporated by reference.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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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.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is t
rue, complete and correct.
Dated: February 14, 2022
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Corbin Capital Partners L.P.
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Capital Partners GP, LLC
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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Authorized Signatory
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Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock of Semper Paratus Acquisition Corp. is
filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXECUTED this 14th day of February 2022
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Corbin Capital Partners L.P.
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Capital Partners GP, LLC
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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Authorized Signatory
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