0001144204-17-004863.txt : 20170130 0001144204-17-004863.hdr.sgml : 20170130 20170130213949 ACCESSION NUMBER: 0001144204-17-004863 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170126 FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axar Acquisition Corp. CENTRAL INDEX KEY: 0001615892 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 471434549 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 356-6130 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: AR CAPITAL ACQUISITION DATE OF NAME CHANGE: 20140805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Axelrod Andrew CENTRAL INDEX KEY: 0001673921 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36669 FILM NUMBER: 17559241 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Axar GP, LLC CENTRAL INDEX KEY: 0001673869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36669 FILM NUMBER: 17559242 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-356-6130 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXAR CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001650781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36669 FILM NUMBER: 17559243 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.356.6130 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 v457996_4.xml OWNERSHIP DOCUMENT X0306 4 2017-01-26 0 0001615892 Axar Acquisition Corp. AXAR 0001650781 AXAR CAPITAL MANAGEMENT L.P. 1330 AVENUE OF THE AMERICAS SIXTH FLOOR NEW YORK NY 10019 0 0 1 0 0001673869 Axar GP, LLC 1330 AVENUE OF THE AMERICAS SIXTH FLOOR NEW YORK NY 10019 0 0 1 0 0001673921 Axelrod Andrew 1330 AVENUE OF THE AMERICAS SIXTH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2017-01-26 4 S 0 1189565 D 6108262 I See Footnote Private Placement Warrants (Right to Buy) 12.50 2017-01-26 4 S 0 1310000 D Common Stock 1310000 5240000 I See Footnote Warrants (Right to Buy) 12.50 2016-10-11 4 J 0 675000 A Common Stock 675000 675000 I See Footnote Pursuant to the terms of the Securities Purchase Agreement, dated as of January 26, 2017, by and between Axar Master Fund Ltd. ("Axar") and Yoav Wiegenfeld, Axar sold such shares of common stock and private placement warrants to Mr. Wiegenfeld for an aggregate of $2.00 and, upon the closing of the Issuer's initial business combination, Mr. Wiegenfeld will pay to Axar an additional $200,000.00. The reported securities are held directly by Axar Master Fund, Ltd. Axar Capital Management, LP serves as investment manager to Axar Master Fund, Ltd. Axar GP, LLC is the sole general partner of Axar Capital Management, LP. Mr. Axelrod is the sole member of Axar GP, LLC and is the managing partner, portfolio manager and majority control person of Axar Capital Management, LP. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The private placement warrants will become exercisable 30 days after the completion of the Issuer's initial business combination. The private placement warrants will expire five years after the date on which they first become exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. On October 7, 2016, the Issuer declared a warrant dividend, payable to all holders of record of common stock on October 11, 2016 (the "record date"), consisting of one-half of one warrant per share of common stock. Pursuant to the terms of the Agreement, dated September 16, 2016 (as amended on September 27, 2016), by and among Axar, AR Capital, LLC and the Issuer, Axar waived its rights to receive such dividend with respect to 5,947,827 shares of common stock it held as of the record date, and as a result received 675,000 warrants with respect to the other 1,350,000 shares of common stock it held as of the record date. The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) October 17, 2017. The warrants will expire five years after the date on which the Issuer completes its initial business combination, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. Axar Capital Management, LP By: Axar GP, LLC, its general partner, By: /s/ Andrew Axelrod, its Sole Member 2017-01-30 Axar GP, LLC By: /s/ Andrew Axelrod, its Sole Member 2017-01-30 /s/ Andrew Axelrod 2017-01-30