Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Ricardo Mosquera

1330 Avenue of the Americas, Sixth Floor

New York, NY 10019

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 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).

 

 

1.  This figure excludes (i) 5,240,000 Shares (as defined herein) underlying Private Placement Warrants (as defined in the Schedule 13D) that are not exercisable until 30 days after completion of the Issuer’s initial Business Combination (as defined in the Schedule 13D) and (ii) 675,000 Shares underlying Public Warrants (as defined in the Schedule 13D) that are not exercisable until the later of (A) the date that is 30 days after completion of an initial Business Combination and (B) October 17, 2017.

2.  This percentage is based on a total of 8,506,111 Shares outstanding as of November 25, 2016, as reported in the proxy statement on Schedule 14A filed by the Company on December 1, 2016.

SCHEDULE 13D

 

CUSIP No.: 05455L106

Page 3 of 7 Pages

 

 

SCHEDULE 13D

 

CUSIP No.: 05455L106

Page 4 of 7 Pages

 

 

1.  This figure excludes (i) 5,240,000 Shares (as defined herein) underlying Private Placement Warrants (as defined in the Schedule 13D) that are not exercisable until 30 days after completion of the Issuer’s initial Business Combination (as defined in the Schedule 13D) and (ii) 675,000 Shares underlying Public Warrants (as defined in the Schedule 13D) that are not exercisable until the later of (A) the date that is 30 days after completion of an initial Business Combination and (B) October 17, 2017.

2.  This percentage is based on a total of 8,506,111 Shares outstanding as of November 25, 2016, as reported in the proxy statement on Schedule 14A filed by the Company on December 1, 2016.

SCHEDULE 13D

 

Page 5 of 7 Pages

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

(a)  As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 6,108,262 Shares, including 1,350,000 Public Shares and 4,758,262 Sponsor Shares, which represents approximately 71.8% of the Shares outstanding.  This amount excludes (i) 5,240,000 Shares underlying Private Placement Warrants that are not exercisable until 30 days after completion of the Issuer’s initial Business Combination and (ii) 675,000 Shares underlying Public Warrants that are not exercisable until the later of (A) the date that is 30 days after completion of an initial Business Combination and (B) October 17, 2017.  All of the Sponsor Shares and Private Placement Warrants are held directly by the Axar Fund.  Of the remaining 1,350,000 Shares, 135,000 Shares are held directly by the Managed Account, and 1,215,000 Shares are held directly by the Axar Fund.  Of the 675,000 Public Warrants, 67,500 Public Warrants are held directly by the Managed Account, and 607,500 Public Warrants are held directly by the Axar Fund.

 

SCHEDULE 13D

 

Page 6 of 7 Pages

 

SCHEDULE 13D

 

Page 7 of 7 Pages

 

	AXAR GP, LLC
	By:	/s/ Andrew Axelrod
	Name:	Andrew Axelrod
	Title:	Sole Member

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement, dated as of January 26, 2017 (this “Agreement”), is by and between Axar Master Fund Ltd., a Cayman Islands exempted company (the “Seller”), and Yoav Wiegenfeld, an individual resident in the State of New York (the “Buyer”).

 

WHEREAS, Seller owns (i) 5,947,827 shares of common stock, par value $0.0001 per share (“Common Stock”), of Axar Acquisition Corp., a Delaware corporation (the “Company”), and (ii) 6,550,000 warrants, each exercisable for one share of Common Stock at an exercise price of $12.50 per share, on the terms set forth in the warrant agreement, dated October 1, 2014, and as amended by amendment no. 1 thereto dated October 7, 2016, between the Company and Continental Stock Transfer and Trust Company, as warrant agent (“Private Placement Warrants”); and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Seller wishes to sell to the Buyer an aggregate of (i) 1,189,565 shares of Common Stock and (ii) 1,310,000 Private Placement Warrants (collectively, the “Securities”), and the Buyer wishes to purchase and receive the Securities from the Seller; 

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

 

  

The Securities are being acquired solely for Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Securities, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist Buyer in evaluating the advisability of the purchase of the Securities and an investment in the Company. Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Buyer is an “accredited investor” as defined

 

	BUYER:
	/s/ Yoav Wiegenfeld	1/27/2017
	Yoav Wiegenfeld

[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

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