Sec Form 4 Filing - Arena Fortify Sponsor LLC @ Arena Fortify Acquisition Corp. - 2022-12-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Arena Fortify Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Arena Fortify Acquisition Corp. [ AFAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O ARENA FORTIFY ACQUISITION CORP., 405 LEXINGTON AVENUE, 59TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2022 (Street) NEW YORK, NY10174 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common stock ( 1 ) 12/20/2022 D( 2 ) 3,591,000( 2 ) ( 1 ) ( 1 ) Class A common stock 3,591,000 $ 0( 2 ) 0 D( 2 ) Class B common stock ( 1 ) 12/20/2022 D( 3 ) 37,500( 3 ) ( 1 ) ( 1 ) Class A common stock 37,500 $ 0( 3 ) 0 D( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Arena Fortify Sponsor LLC C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 X X See Remarks Goodwin Kieran C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 X X See Remarks See Remarks Crockard James E III C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 X See Remarks McCarthy Marc T C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 X See Remarks ZWIRN DANIEL B C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 X See Remarks See Remarks Edmonds Franklin S. Jr. C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 X See Remarks White Gregory Campbell C/O ARENA FORTIFY ACQUISITION CORP. 405 LEXINGTON AVENUE, 59TH FLOOR NEW YORK, NY10174 See Remarks See Remarks Signatures Arena Fortify Sponsor LLC, By: /s/ Kieran Goodwin, Name: Kieran Goodwin, Title: Manager 12/20/2022 Signature of Reporting Person Date Kieran Goodwin, By: /s/ Kieran Goodwin 12/20/2022 Signature of Reporting Person Date James Crockard III, By: /s/ Kieran Goodwin, as Attorney-in-Fact 12/20/2022 Signature of Reporting Person Date Marc McCarthy, By: /s/ Kieran Goodwin, as Attorney-in-Fact 12/20/2022 Signature of Reporting Person Date Daniel Zwirn, By: /s/ Kieran Goodwin, as Attorney-in-Fact 12/20/2022 Signature of Reporting Person Date Franklin S. Edmonds Jr., By: /s/ Kieran Goodwin, as Attorney-in-Fact 12/20/2022 Signature of Reporting Person Date Gregory White, By: /s/ Kieran Goodwin, as Attorney-in-Fact 12/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock ("Class B Shares") would have automatically converted into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the subject holder, on a one-for-one basis, with no expiration date. ( 2 )In connection with the liquidation and dissolution of the Issuer, Arena Fortify Sponsor LLC ("Sponsor") surrendered to the Issuer, for no consideration, 3,591,000 Class B Shares directly held by Sponsor. Kieran Goodwin is the president and manager of Sponsor, and had sole voting and dispositive power over the securities of the Issuer surrendered by Sponsor, and therefore may have been deemed to have had beneficial ownership of the securities of the Issuer held directly by Sponsor. Mr. Goodwin disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 3 )In connection with the liquidation and dissolution of the Issuer, each of James Crockard III and Marc McCarthy surrendered to the Issuer, for no consideration, 18,750 Class B Shares directly held by such reporting persons.

Remarks: This "Exit" Form 4 is filed to report that, following the Issuer's dissolution on December 20, 2022, each of the Reporting Persons is no longer subject to Section 16 reporting.

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 4(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).

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