0001144204-15-009109.txt : 20150213 0001144204-15-009109.hdr.sgml : 20150213 20150213164224 ACCESSION NUMBER: 0001144204-15-009109 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: A. LORNE WEIL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hydra Industries Acquisition Corp. CENTRAL INDEX KEY: 0001615063 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 471025534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88381 FILM NUMBER: 15615523 BUSINESS ADDRESS: STREET 1: 250 WEST 57TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10107 BUSINESS PHONE: 212-520-6607 MAIL ADDRESS: STREET 1: 250 WEST 57TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hydra Industries Sponsor LLC CENTRAL INDEX KEY: 0001622289 IRS NUMBER: 471019270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3 COLUMBUS CIRCLE, 15TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 BUSINESS PHONE: 347-853-2935 MAIL ADDRESS: STREET 1: 3 COLUMBUS CIRCLE, 15TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10019 SC 13G 1 v0401722_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

  Hydra Industries Acquisition Corp.  
     
  (Name of Issuer)  
     
  COMMON STOCK, PAR VALUE $0.0001  
     
  (Title of Class of Securities)  
     
   448740 100  
  (CUSIP Number)  
     
  December 31, 2014  
  (Date of Event Which Requires Filing of this Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨   Rule 13d-1(b)

¨   Rule 13d-1(c)

x   Rule 13d-1(d)

 

  * 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 disclosures provided in a prior cover page.

 

The information required on 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.   448740 100

 

1.  

Name of Reporting Persons

Hydra Industries Sponsor LLC

 

2.  

Check the Appropriate Box if a Member of a Group  (See Instructions)

(a)  ¨

(b)  ¨

 

3.  

SEC 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

       1,186,308 

6.

Shared Voting Power

 0

7.

Sole Dispositive Power

1,186,308 

8.

Shared Dispositive Power

 0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 1,186,308

 

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

11.9%

 

12.  

Type of Reporting Person (See Instructions)

OO

 

 

 
 

  

CUSIP No. 448740 100

 

1.  

Name of Reporting Persons

A. Lorne Weil

 

2.  

Check the Appropriate Box if a Member of a Group(See Instructions)

(a) ¨

(b) ¨

 

3.  

SEC Use Only

 

4.  

Citizenship or Place of Organization

 

United States

 

Number of Shares
Beneficially
Owned
By Each Reporting

Person With:

5.

Sole Voting Power

     0

 

6.

Shared Voting Power

     1,186,308

 

7.

Sole Dispositive Power

    0

 

8.

Shared Dispositive Power

    1,186,308

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 1,186,308

 

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

11.9%*

 

12.  

Type of Reporting Person (See Instructions)

IN

 

 

* A. Lorne Weil has voting and dispositive power over the shares held by Hydra Industries Sponsor LLC (the “Sponsor”). Mr. Weil, B. Luke Weil, a son of Mr. Weil, and trusts for the benefit of Mr. Weil's children, B. Luke Weil, Nicholas Weil, Francesca Weil, and Alexander Weil, own all of the membership interests in the Sponsor. Mr. Weil may be deemed the beneficial owner of the securities held by the Sponsor.

 

 
 

  

Item 1(a). Name of Issuer
   
  Hydra Industries Acquisition Corp. (the “Issuer”)
   
Item 1(b). Address of the Issuer’s Principal Executive Offices
   
  250 West 57th Street, Suite 2223, New York, NY 10107
   
Item 2(a). Names of Persons Filing
   
  This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

  (i) Hydra Industries Sponsor LLC
     
  (ii) A. Lorne Weil

 

Item 2(b). Address of the Principal Business Office, or if none, Residence:
   
  The address of the principal business and principal office of each of the Reporting Persons is Hydra Industries Acquisition Corp., 250 West 57th Street, Suite 2223, New York, NY 10107.
   
Item 2(c). Citizenship

 

  (i) Hydra Industries Sponsor LLC is a limited liability company formed in the State of Delaware.
  (ii) A. Lorne Weil is a citizen of Canada.

 

Item 2(d). Title of Class of Securities
   
  Common Stock, $0.0001 par value per share.
   
Item 2(e). CUSIP Number
   
  448740 100

 

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 Exchange Act.
     
  ¨ (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  ¨ (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  ¨ (d) Investment company registered under Section 8 of the Investment Company Act.
     
  ¨ (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  ¨ (f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

 

 
 

  

  ¨ (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
     
  ¨ (h) A 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) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
    Not applicable

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

Reporting Persons own an aggregate of 1,186,308 shares of the Issuer’s common stock, representing 11.9% of the total common stock issued and outstanding. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

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
   
  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
   
  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
   
  Not Applicable

 

 
 

  

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 13. 2015

 

  HYDRA INDUSTRIES SPONSOR LLC
  a Delaware limited liability company
     
  By: /s/ A. Lorne Weil
  Name: A. Lorne Weil
  Title: Managing Member
     
    /s/ A. Lorne Weil
    A. Lorne Weil

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 
 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of Hydra Industries Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2015.

 

  HYDRA INDUSTRIES SPONSOR LLC
  a Delaware limited liability company
     
  By: /s/ A. Lorne Weil
  Name: A. Lorne Weil
  Title: Managing Member
     
    /s/ A. Lorne Weil
    A. Lorne Weil