UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No.1)
Collabrium Japan Acquisition Corporation
(Name
of Issuer)
Ordinary Shares, no par value
(Title of Class
of Securities)
G2266G102
(CUSIP Number)
Polar Securities Inc.
Attention Robyn Schultz
401 Bay Street, Suite 1900, PO Box 19
Toronto, Ontario M5H 2Y4, Canada
416-369-4453
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 24, 2015
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d -7(b) for other parties to whom copies are to be sent.
*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 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).
SCHEDULE 13D
CUSIP No. | G2266G102 |
1 | NAMES OF REPORTING PERSONS | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
Polar Securities Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] | |||
(b) [ ] | |||
3 | SEC USE
ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
AF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Canada | |||
NUMBER OF | 7 | SOLE VOTING POWER | |
SHARES | 0 | ||
BENEFICIALLY | 8 | SHARED VOTING POWER | |
OWNED BY | 0 | ||
EACH | 9 | SOLE DISPOSITIVE POWER | |
REPORTING | 0 | ||
PERSON | 10 | SHARED DISPOSITIVE POWER | |
WITH | 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
0 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0% | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IA |
Page 2
SCHEDULE 13D
CUSIP No. | G2266G102 |
1 | NAMES OF REPORTING PERSONS | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
North Pole Capital Master Fund | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [ ] | |||
(b) [ ] | |||
3 | SEC USE
ONLY |
||
4 | SOURCE OF FUNDS (See Instructions) | ||
OO | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Canada Islands | |||
NUMBER OF | 7 | SOLE VOTING POWER | |
SHARES | 0 | ||
BENEFICIALLY | 8 | SHARED VOTING POWER | |
OWNED BY | 0 | ||
EACH | 9 | SOLE DISPOSITIVE POWER | |
REPORTING | 0 | ||
PERSON | 10 | SHARED DISPOSITIVE POWER | |
WITH | 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
0 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0% | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
CO |
Page 3
Item 1. | Security and Issuer |
This Amendment No. 1 to the statement on Schedule 13D (Amendment No. 1) filed by North Pole Capital Master Fund, a Cayman Islands exempted company (North Pole) and Polar Securities Inc., a company incorporated under the laws of Ontario, Canada (Polar Securities and, together with North Pole, the Reporting Persons), serving as investment advisor to North Pole, amends Item 5 and Item 6 of the statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 22, 2014, which relates to the ordinary shares, no par value (the Shares) of Collabrium Japan Acquisition Corporation, a British Virgin Islands corporation (the Issuer). The Issuers principal executive offices are located at 16 Old Bond Street, London W1S 4PS.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) |
See rows (11) and (13) of the cover pages to this Amendment No. 1 for the aggregate number of Shares and the percentages of the Shares beneficially owned by each of the Reporting Persons. |
(b) |
See rows (7) through (10) of the cover pages to this Amendment No. 1 for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
(c) |
Except as described below, no transactions in the Shares were effectuated by the Reporting Persons during the past 60 days. |
On February 24, 2015, 711,900 Shares beneficially owned by North Pole were redeemed by the Issuer. On February 24, 2015, warrants to purchase 521,421 Shares at an exercise price of $11.50 beneficially owned by North Pole expired. | |
(d) |
Not applicable |
(e) |
Not applicable |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Shares, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Page 4
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: February 26, 2015
POLAR SECURITIES INC.
/s/ Robyn Schultz | ||
Name: | Robyn Schultz | |
Title: | Chief Compliance Officer |
NORTH POLE CAPITAL MASTER FUND
By: Polar Securities Inc.,
its investment manager
/s/ Robyn Schultz | ||
Name: | Robyn Schultz | |
Title: | Chief Compliance Officer |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).