SC 13G 1 p18-0486sc13g.htm CONSTELLATION ALPHA CAPITAL CORP.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Constellation Alpha Capital Corp.

(Name of Issuer)
 

Ordinary Shares, no par value

(Title of Class of Securities)
 

G2379F108**

(CUSIP Number)
 

December 31, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

**The Ordinary Shares have no CUSIP number. The CINS number for the Ordinary Shares is G2379F108.

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. G2379F10813GPage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Fir Tree Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

1,249,999 Ordinary Shares

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,249,999 Ordinary Shares

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,249,999 Ordinary Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.75%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 

CUSIP No. G2379F10813GPage 3 of 6 Pages

 

Item 1(a). NAME OF ISSUER

 

  Constellation Alpha Capital Corp. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

 

  Emerald View, Suite 400
  2054 Vista Parkway
  West Palm Beach, Florida 33411

 

Item 2(a). NAME OF PERSON FILING

 

  This Schedule 13G is being filed on behalf of Fir Tree Capital Management LP, a Delaware limited partnership ("Fir Tree"), relating to Ordinary Shares, no par value (the "Ordinary Shares"), issued by the Issuer, purchased by certain private-pooled investment vehicles for which Fir Tree serves as the investment manager (the "Funds").
   
  Fir Tree is the investment manager of the Funds, and has been granted investment discretion over portfolio investments, including the Ordinary Shares held by the Funds.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

  The address of the principal business office of Fir Tree is:
   
  Fir Tree Capital Management LP
  55 West 46th Street, 29th Floor
  New York, New York 10036

 

Item 2(c). CITIZENSHIP

 

  Fir Tree is a Delaware limited partnership.

 

Item 2(d). TITLE OF CLASS OF SECURITIES

 

  Ordinary Shares, no par value

 

Item 2(e). CUSIP NUMBER
   
  The Ordinary Shares have no CUSIP number. The CINS number for the Ordinary Shares is G2379F108.

 

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 Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;

 

CUSIP No. G2379F10813GPage 4 of 6 Pages

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ý 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) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ________________________________________

         

Item 4. OWNERSHIP

 

  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person and is incorporated herein by reference.  
   
  The percentage set forth in Row (11) of the cover page for the Reporting Person is based on the 18,530,000 Ordinary Shares outstanding as of November 9, 2017, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 13, 2017.

 

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

 

  See Item 2(a).  Fir Tree Capital Opportunity Master Fund, L.P., a Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Ordinary Shares.

 

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.
   

 

CUSIP No. G2379F10813GPage 5 of 6 Pages

 

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP

 

  Not applicable.

 

Item 10. CERTIFICATION

 

  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are 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.
   

 

CUSIP No. G2379F10813GPage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2018

 

FIR TREE CAPITAL MANAGEMENT LP    
     
     
/s/ Brian Meyer    
Name: Brian Meyer    
Title: General Counsel