SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

1. Name and Address of Reporting Person^*

Trajectory Alpha Sponsor LLC

(Last)

(First)

(Middle)

99 WALL STREET, #5801

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trajectory Alpha Acquisition Corp. [ TCOA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	⁽¹⁾	06/02/2023		J⁽²⁾			2,120,049	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,120,049	$0.00	355,415	D⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Trajectory Alpha Sponsor LLC

(Last)

(First)

(Middle)

99 WALL STREET, #5801

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BORDES PETER A JR

(Last)

(First)

(Middle)

99 WALL STREET, #5801

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Frankel Michael E.S.

(Last)

(First)

(Middle)

99 WALL STREET, #5801

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sethi Paul

(Last)

(First)

(Middle)

99 WALL STREET, #5801

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported shares of Trajectory Alpha Acquisition Corp. (the "Issuer") are directly held by Trajectory Alpha Sponsor LLC (the "Sponsor"). The Issuer's shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), are convertible for the Issuer's shares of Class A common stock, par value $0.0001 per share, as described in the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253967) and have no expiration date.

2. On June 2, 2023, the Sponsor disposed of 2,120,049 shares of Class B Common Stock in connection with a purchase and contribution agreement, dated June 2, 2023, among the Sponsor, the Issuer and J. Streicher Holdings, LLC, and related transactions.

3. The Sponsor is the record holder of such shares of Class B common stock. Mr. Bordes, Mr. Frankel and Mr. Sethi are the members of the Sponsor and share voting and investment discretion with respect to the shares of Class B common stock held of record by the Sponsor. In addition, each of Mr. Bordes, Mr. Frankel and Mr. Sethi may be entitled to distributions of private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Bordes, Mr. Frankel and Mr. Sethi disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

On June 2, 2023, Peter Bordes resigned from his role as Executive Chairman and Chief Executive Officer of the Issuer, Michael E.S. Frankel resigned from his role as President and Chief Financial Officer of the Issuer, and Paul Sethi resigned from his role as Lead Director of the Issuer.

	/s/ See Signatures Included in Exhibit 99.1	06/06/2023
	** Signature of Reporting Person	Date
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).
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SEC Form 4 filed by Trajectory Alpha Sponsor Llc