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