IIII INSU Acquisition Corporation III

1	NAMES OF REPORTING PERSONS
	Corbin ERISA Opportunity Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(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 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)
	OO

The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A Common Stock, par value $0.0001 per share on December 28, 2020 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of each of Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

(i)	Atalaya Capital Management LP (“ACM”);

(ii)	Corbin ERISA Opportunity Fund, Ltd. (“CEOF”);

(iii)

Corbin Capital Partners GP, LLC (“Corbin GP”);

(iv)	Corbin Capital Partners Group, LLC (“CCPG”);

(v)	Corbin Capital Partners, L.P. (“CCP”); and

(vi)	Corbin Opportunity Fund, L.P. (“COF”).

ACM serves as sub-advisor to CEOF and COF, and in such capacity, exercises discretionary investment authority over the Shares (as defined below) underlying Units held directly by CEOF and COF.

Each of ACM, CCP and COF is a Delaware limited partnership. CEOF is a Cayman Islands exempted company. Each of Corbin GP and CCPG is a Delaware limited liability company.

457817302

This Item 3 is not applicable.

ACM:
(i) Sole power to vote or to direct the vote: 689,040
(ii) Shared power to vote or to direct the vote: 1,290,960
(iii) Sole power to dispose or to direct the disposition of: 689,040
(iv) Shared power to dispose or to direct the disposition of: 1,290,960


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

CCPG:
(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


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

As of October 1, 2021, CCPG ceased to beneficially own any Shares and this Amendment No. 1 serves as an exit filing for CCPG.

This Item 6 is not applicable.

This Item 7 is not applicable.

ACM, 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 ACM.

As of October 1, 2021, CCPG ceased to beneficially own any Shares and, as of that date, ceased to be a member of a group with the other Reporting Persons with respect to the Issuer’s Shares.

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:  December 14, 2021

 

 

	Corbin Opportunity Fund, Ltd.
	By: Its:	Corbin Capital Partners, L.P. Investment Manager
	By:	/s/ Daniel Friedman
		Name:	Daniel Friedman
		Title:	General Counsel

JOINT FILING AGREEMENT

 

Dated:  December 14, 2021

	Atalaya Capital Management LP
	By:	/s/ Drew Phillips
		Name:	Drew Phillips
		Title:	Authorized Signatory

	Corbin ERISA Opportunity Fund, Ltd.
	By: Its:	Corbin Capital Partners, L.P. 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 Group, 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, Ltd.
	By: Its:	Corbin Capital Partners, L.P. Investment Manager
	By:	/s/ Daniel Friedman
		Name:	Daniel Friedman
		Title:	General Counsel