UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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 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. |
37951D102 |
1 | NAMES OF REPORTING PERSONS |
||||
Canton Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,487,500 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,487,500 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,487,500 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
2
CUSIP No. |
37951D102 |
1 | NAMES OF REPORTING PERSONS |
||||
Archer Capital Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,487,500 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,487,500 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,487,500 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
CUSIP No. |
37951D102 |
1 | NAMES OF REPORTING PERSONS |
||||
Joshua A. Lobel | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,487,500 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,487,500 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,487,500 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
4
CUSIP No. |
37951D102 |
1 | NAMES OF REPORTING PERSONS |
||||
Eric J. Edidin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,487,500 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,487,500 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,487,500 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
5
Item 1(a) | Name of Issuer. |
Global Eagle Acquisition Corp. |
Item 1(b) | Address of Issuers Principal Executive Offices. |
10900 Wilshire Blvd. Suite 1500 Los Angeles, California 90024 |
Item 2(a) | Name of Person Filing. |
(i) Archer Capital Management, L.P. (Archer), (ii) Canton Holdings, L.L.C.
(Canton), (iii) Joshua A. Lobel (Mr. Lobel) and (iv) Eric J. Edidin (Mr.
Edidin). |
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
570 Lexington Avenue, 40th Floor New York, New York 10022. |
Item 2(c) | Citizenship or Place of Organization. |
Archer is a Delaware limited partnership. Canton is a Delaware limited liability
company. Mr. Lobel and Mr. Edidin are United States citizens. |
Item 2(d) | Title of Class of Securities. |
Common Stock, par value $0.0001 per share (the Common Stock). |
Item 2(e) | CUSIP Number. |
37951D102 |
6
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: |
(a) |
o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) |
o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) |
o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) |
o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 | ||
U.S.C. 80a-8). | ||||
(e) |
o | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) |
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) |
o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h) |
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act | ||
(12 U.S.C. 1813). | ||||
(i) |
o | A church plan that is excluded from the definition of an investment company under | ||
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||
(j) |
o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 | Ownership. |
(a) | Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the
beneficial owners of the 1,487,500 shares of Common Stock held by the Funds. |
||
(b) | Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the
beneficial owners of 7.0% of the Issuers outstanding shares of Common Stock.
This percentage was calculated by dividing (i) the number of shares of Common
Stock reported in Item 4(a) held by the Reporting Persons by (ii) the
21,341,463 shares of Common Stock outstanding as of May 12, 2011, as calculated
from the 424B1 Prospectus filed by the Issuer with the Securities and Exchange
Commission on May 13, 2011. |
||
(c) | Canton, Archer, Mr. Lobel and Edidin have the power to vote and
dispose of the 1,487,500 shares of Common Stock held by the Funds. |
Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable. |
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable. |
7
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable. |
Item 8 | Identification and Classification of Members of the Group. |
Inapplicable. |
Item 9 | Notice of Dissolution of Group. |
Inapplicable. |
Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such
persons knowledge and belief, the securities referred to above were acquired and
held in the ordinary course of business and were not acquired and were 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. |
Exhibits | Exhibit 1 |
Joint Filing Agreement by and among the Reporting Persons. |
8
Archer Capital Management, L.P. By: Canton Holdings, L.L.C., its general partner |
||||
By: | /s/ Joshua A. Lobel | |||
Name: | Joshua A. Lobel | |||
Title: | Manager | |||
Canton Holdings, L.L.C. |
||||
By: | /s/ Joshua A. Lobel | |||
Name: | Joshua A. Lobel | |||
Title: | Manager | |||
/s/ Joshua A. Lobel | ||||
Joshua A. Lobel | ||||
/s/ Eric J. Edidin | ||||
Eric J. Edidin | ||||
9
Archer Capital Management, L.P. By: Canton Holdings, L.L.C., its general partner |
||||
By: | /s/ Joshua A. Lobel | |||
Name: | Joshua A. Lobel | |||
Title: | Manager | |||
Canton Holdings, L.L.C. |
||||
By: | /s/ Joshua A. Lobel | |||
Name: | Joshua A. Lobel | |||
Title: | Manager | |||
/s/ Joshua A. Lobel | ||||
Joshua A. Lobel | ||||
/s/ Eric J. Edidin | ||||
Eric J. Edidin | ||||