SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Crypto 1 Acquisition Corp
(Name of Issuer)
 

Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 

G3168A128**
(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 13G/A is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

*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 Class A Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G3168A128.

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. G3168A128 13G/A Page 2 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware
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 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%
12

TYPE OF REPORTING PERSON

IA, OO
         

 

 

CUSIP No. G3168A128 13G/A Page 3 of 6 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Crypto 1 Acquisition Corp (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 1221 Brickell Avenue, Suite 900, Miami, Florida 33131.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:

 

  This statement is filed by:
   
  (i)

Highbridge Capital Management, LLC

277 Park Avenue, 23rd Floor

New York, New York 10172

Citizenship: State of Delaware
     
  The foregoing person is hereinafter sometimes collectively referred to as the "Reporting Person."  

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares").

 

Item 2(e). CUSIP NUMBER:
   
  The Class A Ordinary Shares have no CUSIP number.  The CUSIP number for the units which include the Class A Ordinary Shares is G3168A128.

 

 

CUSIP No. G3168A128 13G/A Page 4 of 6 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
       
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
       
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
       
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
       
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
       
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act,
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K),

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _________________________________________

 

Item 4. OWNERSHIP:
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page of the Reporting Person and is incorporated herein by reference.

 

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 the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x]

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
  Not applicable.

 

 

CUSIP No. G3168A128 13G/A Page 5 of 6 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP:
   
  Not applicable.

 

Item 10. CERTIFICATION:

 

  Each Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its 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.

 

CUSIP No. G3168A128 13G/A Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATED:  January 25, 2023
 
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
     
     
By: /s/ Kirk Rule  
Name: Kirk Rule  
Title: Executive Director  
     

 

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