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AFAC Arena Fortify Acquisition

Filed: 26 Nov 21, 8:00am

 

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

Arena Fortify Acquisition Corp.

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

04005A203**

(CUSIP Number)
 

November 15, 2021

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨Rule 13d-1(b)
xRule 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 shares of Class A Common Stock have no CUSIP number. The CUSIP number for the units which include shares of the Class A Common Stock is 04005A203.

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. 04005A203

13GPage 2 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3SEC 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

1,025,119 shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,025,119 shares of Class A Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,025,119 shares of Class A Common Stock

10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.94%

12

TYPE OF REPORTING PERSON

IA, OO

     

 

 

CUSIP No. 04005A203

13GPage 3 of 6 Pages

 

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

 

Item 1(b).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
  
 The Company's principal executive offices are located at 405 Lexington Avenue, 59th Floor, New York, New York 10174.

 

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 referred to as the "Reporting Person."  

 

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

 

Item 2(e).CUSIP NUMBER:
  
 The shares of Class A Common Stock have no CUSIP number.  The CUSIP number for the units which include shares of the Class A Common Stock is 04005A203.

 

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),

 

 

CUSIP No. 04005A203

13GPage 4 of 6 Pages

 

 (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.

 

 (a) Amount beneficially owned:
  
 As of the date hereof, Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively, the "Highbridge Funds"), may be deemed to be the beneficial owner of the 1,025,119 shares of Class A Common Stock held by the Highbridge Funds.  
  
 (b) Percent of class:
  
 The percentages used herein and in the rest of this Schedule 13G are calculated based upon 17,250,000 shares of Class A Common Stock outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on November 12, 2021 and the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2021, after giving effect to the completion of the offering and full exercise of the underwriters' over-allotment option, as described therein.  Therefore, as of the date hereof, Highbridge Capital Management, LLC may be deemed to beneficially own approximately 5.94% of the outstanding shares of Class A Common Stock.  
  
 The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Class A Common Stock held by the Highbridge Funds.
  
 (c) Number of shares as to which such person has:
  
 (i) Sole power to vote or to direct the vote
  
   0
  
 (ii) Shared power to vote or to direct the vote
  
 See Item 4(a)
  
 (iii) Sole power to dispose or to direct the disposition of
  
 0

 

 

CUSIP No. 04005A203

13GPage 5 of 6 Pages

 

          (iv) Shared power to dispose or to direct the disposition of
  
         See Item 4(a)

 

Item 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
  
 Not applicable.

 

Item 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  
 See Item 4.

 

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.

 

 The 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. 04005A203

13GPage 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: November 26, 2021

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
   
   
By:/s/ Kirk Rule 
Name:Kirk Rule 
Title:Executive Director