CUSIP No. 457817302
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(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
689,040
7
Sole Dispositive Power
0
8
Shared Dispositive Power
689,040
9
Aggregate Amount Beneficially Owned by Each Reporting Person
689,040
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)
2.7%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 457817302
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(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
689,040
7
Sole Dispositive Power
0
8
Shared Dispositive Power
689,040
9
Aggregate Amount Beneficially Owned by Each Reporting Person
689,040
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)
2.7%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 457817302
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(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
860,640
7
Sole Dispositive Power
0
8
Shared Dispositive Power
860,640
9
Aggregate Amount Beneficially Owned by Each Reporting Person
860,640
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)
3.4%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 457817302
1
Names of Reporting Persons
Corbin Capital Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(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
1,290,960
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,290,960
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,290,960
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)
5.0%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 457817302
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
1,290,960
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,290,960
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,290,960
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)
5.0%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 457817302
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
430,320
7
Sole Dispositive Power
0
8
Shared Dispositive Power
430,320
9
Aggregate Amount Beneficially Owned by Each Reporting Person
430,320
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)
1.7%
12
Type of Reporting Person (See Instructions)
PN
Explanatory Note
This Amendment No. 2 (the Amendment) amends, in its entirety, the Amendment
No. 1 to the Statement on Schedule 13G filed by the reporting persons
therein on December 14, 2021, which, due to an administrative error,
misattributed the shares held of record by Atalaya Special Purpose Investment
Fund LP to Atalaya Capital Management LP.
Item 1(a). Name of Issuer:
INSU Acquisition Corp. III
Item 1(b). Address of Issuers Principal Executive Offices:
2929 Arch Street, Suite 1703, Philadelphia, PA, 19104-2870
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. Atalaya Special Purpose Investment Fund LP (ASPIF);
iii. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
iv. Corbin Capital Partners GP, LLC (Corbin GP);
v. Corbin Capital Partners, L.P. (CCP); and
vi. Corbin Opportunity Fund, L.P. (COF).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of ACM 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, CCP and COF is a Delaware limited partnership. CEOF
is a Cayman Islands exempted company. Corbin GP is a Delaware limited liability
company.
Item 2(d). Title and Class of Securities:
Class A Common Stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
457817302
Item 3. 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:
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
689,040 Shares underlying Units, which amount includes 689,040 Shares
underlying Units held of record by ASPIF. Each of Corbin GP and CCP
may be deemed the beneficial owner of 1,290,960 Shares underlying
Units, which amount includes (i) 860,640 Shares underlying Units
held of record by CEOF and (ii) 430,320 Shares underlying
Units held of record by COF.
In addition to the securities reported on the cover pages hereto,
ACM may be deemed to beneficially own 229,680 warrants underlying Units held of
record by ASPIF. Each of Corbin GP and CCP may be deemed to beneficially
own (i) 286,880 warrants underlying Units held of record by CEOF, and (ii)
143,440 warrants underlying Units held of record by COF. Each warrant
will become exercisable on the later of (i) 30 days after the completion of
a business combination and (ii) 12 months after the closing of the Issuers
initial public offering. The warrants will expire on the fifth anniversary
of the completion of a business combination.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 2.7% of Shares outstanding, which amount includes 2.7% of Shares
outstanding held of record by ASPIF. Each of Corbin GP and CCP may be deemed
the beneficial owner of 5.0% of Shares outstanding, which amount
includes (i) 3.4% of Shares outstanding held of record by CEOF and (ii)
1.7% of Shares outstanding held of record by COF. These percentages are
based on 25,575,000 Shares outstanding as reported in the Issuers Form 10-Q
filed with the Securities and Exchange Commission on November 12, 2021.
The percentages reported in the cover pages and this Item 4(b) herein
do not include any Shares underlying warrants since the warrants are
not exercisable within sixty days.
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: 689,040
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 689,040
ASPIF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 689,040
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 689,040
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 860,640
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 860,640
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,290,960
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,290,960
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,290,960
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,290,960
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 430,320
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 430,320
The Shares are directly held by ASPIF, CEOF and COF
(the Direct Holders). As ASPIFs investment manager, ACM has the power to vote
and direct the disposition of all Shares held by ASPIF. 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, CCP, Corbin GP, 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 or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ACM, ASPIF, CEOF, Corbin GP, CCP, and COF 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 1,980,000 Shares. CEOF, Corbin
GP and CCP disclaim beneficial ownership over the Shares held directly by
ASPIF. 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. Certifications.
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.
Date: February 14, 2022
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund 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
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence of
the representatives authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 2 to
the statement on Schedule 13G with respect to shares of Class A
Common Stock, par value $0.0001 of INSU Acquisition Corp. III 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: February 14, 2022
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund 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
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
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