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0000950134-07-003367.txt : 20070214 0000950134-07-003367.hdr.sgml : 20070214 20070214173058 ACCESSION NUMBER: 0000950134-07-003367 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: SAPLING LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ardent Acquisition CORP CENTRAL INDEX KEY: 0001303849 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 201635240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80587 FILM NUMBER: 07623048 BUSINESS ADDRESS: STREET 1: 1415 KELLUM PLACE STREET 2: SUITE 205 CITY: GARDEN CITY STATE: NY ZIP: 11530 BUSINESS PHONE: 516-739-1017 MAIL ADDRESS: STREET 1: 1415 KELLUM PLACE STREET 2: SUITE 205 CITY: GARDEN CITY STATE: NY ZIP: 11530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 535 FIFTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 535 FIFTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d43422f5sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Ardent Acquisition Corporation

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

03979E100

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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).


CUSIP No.		03979E100	13G/A


1	NAMES OF REPORTING PERSONS: Sapling, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			283,500

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			283,500

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	283,500

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		03979E100	13G/A


1	NAMES OF REPORTING PERSONS: Fir Tree, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			283,500

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			283,500

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	283,500

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

SCHEDULE 13G/A

This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sapling, LLC, a Delaware limited liability company (“Sapling”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.0001 (the “Common Stock”) of Ardent Acquisition Corporation, a Delaware corporation (the “Issuer”), purchased by Sapling. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree Value”), is the sole member of Sapling, and Fir Tree is the investment manager of Sapling.


Item 1(a)		Name of Issuer.

		Ardent Acquisition Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		1415 Kellum Place, Suite 205
		Garden City, New York 11530

Item 2(a)		Name of Person Filing.

Item 2(b)		Address of Principal Business Office.

Item 2(c)		Place of Organization.

		Fir Tree, Inc.
		505 Fifth Avenue
		23^rd Floor
		New York, New York 10017
		A New York corporation

		Sapling, LLC
		505 Fifth Avenue
		23^rd Floor
		New York, New York 10017
		A Delaware limited liability company

Fir Tree, Inc. is the investment manager for Sapling and has been granted investment discretion over portfolio investments, including the shares of Common Stock (as defined below), held by Sapling.


Item 2(d)		Title of Class of Securities.

		common stock, par value $0.0001 (the “Common Stock”)

Item 2(e)		CUSIP Number.

		03979E100


Item 3		Reporting Person.

		The person filing is not listed in Items 3(a) through 3(j).

Item 4		Ownership.

	(a)		Sapling is the beneficial owner of 283,500 shares of Common Stock. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Sapling as a result of being the investment manager of Sapling.

	(b)		Sapling is the beneficial owner of 3.4% of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 283,500 shares of Common Stock which represent 3.4% of the shares of Common Stock outstanding, which such percentage was calculated by dividing shares of Common Stock beneficially owned as of the date hereof by the 8,400,000 shares of Common Stock issued and outstanding as of November 14, 2006 as reported in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.

	(c)		Sapling may direct the vote and disposition of the 283,500 shares of Common Stock. Fir Tree has been granted investment discretion over the shares of Common Stock held by Sapling.


Item 5		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		Fir Tree Value, as the sole member of Sapling, has the right to receive dividends from and the proceeds from the sale of the Common Stock.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.

Item 8		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.


Item 10		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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.

Date: February 14, 2007


SAPLING, LLC

By:	FIR TREE, INC., its Manager

	By: Name:	/s/ Jeffrey Tannenbaum Jeffrey Tannenbaum
	Title:	President

FIR TREE, INC.

By:	/s/ Jeffrey Tannenbaum

Name:	Jeffrey Tannenbaum
Title:	President

EX-99.1 2 d43422f5exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Ardent Acquisition Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2007.


SAPLING, LLC

By:	FIR TREE, INC., its Manager

	By:	/s/ Jeffrey Tannenbaum

	Name: Jeffrey Tannenbaum
	Title: President

FIR TREE, INC.

By:	/s/ Jeffrey Tannenbaum

Name: Jeffrey Tannenbaum
Title: President