SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Asia Special Situation Acquisition Corp.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G0538M105

(CUSIP Number)

Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 15, 2010

(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. o

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 disclosures provided in a prior cover page.

The information required on 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. G0538M105

1	NAMES OF REPORTING PERSONS Victory Park Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,625,599
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,625,599
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,625,599
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 14,000,000 shares of Ordinary Shares (“Ordinary Shares”) of Asia Special Situation Acquisition Corp. (the “Issuer”) outstanding as of January 7, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G0538M105

1	NAMES OF REPORTING PERSONS Victory Park Credit Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,215,599
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,215,599
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,215,599
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.1%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 14,000,000 shares of Ordinary Shares (“Ordinary Shares”) of Asia Special Situation Acquisition Corp. (the “Issuer”) outstanding as of January 7, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G0538M105

1	NAMES OF REPORTING PERSONS Victory Park Special Situations Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			410,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			410,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	410,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.9%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 14,000,000 shares of Ordinary Shares (“Ordinary Shares”) of Asia Special Situation Acquisition Corp. (the “Issuer”) outstanding as of January 7, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G0538M105

1	NAMES OF REPORTING PERSONS Jacob Capital, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,625,599
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,625,599
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,625,599
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 14,000,000 shares of Ordinary Shares (“Ordinary Shares”) of Asia Special Situation Acquisition Corp. (the “Issuer”) outstanding as of January 7, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G0538M105

1	NAMES OF REPORTING PERSONS Richard Levy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,625,599
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,625,599
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,625,599
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

** This calculation is based on 14,000,000 shares of Ordinary Shares (“Ordinary Shares”) of Asia Special Situation Acquisition Corp. (the “Issuer”) outstanding as of January 7, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G0538M105

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the Ordinary Shares, par value $.0001 per share (the “Ordinary Shares”), of Asia Special Situation Acquisition Corp., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801.

Item 2. Identity and Background

(a), (f)	This Schedule 13D is being filed by: (i) Victory Park Capital Advisors, LLC, a Delaware limited liability company (“Capital Advisors”); (ii) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Credit Opportunities Fund”); (iii) Victory Park Special Situations Master Fund, Ltd., a Cayman Islands exempted company (“Special Situations Fund”, and, together with Credit Opportunities Fund, the “Funds”); (iv) Jacob Capital, L.L.C., an Illinois limited liability company (“Jacob Capital”); and (v) Richard Levy, a citizen of the United States of America (collectively, the “Reporting Persons”).
	The Reporting Persons have entered into a joint filing agreement, dated January 18, 2010, a copy of which is attached hereto as Exhibit 1.
(b)	The business address of each of the Reporting Persons, other than the Funds, is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for the Funds is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands.
(c)	The principal business of Capital Advisors is serving as investment manager for the Funds, which are the record holders of the Ordinary Shares reported on the cover pages hereof (the “Subject Shares”). Jacob Capital’s principal business is serving as the manager of Capital Advisors. The principal occupation of Richard Levy is serving as the sole member of Jacob Capital.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Funds purchased the Subject Shares for a total consideration of $46,255,990. The source of funds for such transaction was derived from the capital of the Funds.

Item 4. Purpose of Transaction

The Issuer has stated in filings with the Securities and Exchange Commission that it was formed for the purpose of acquiring control of one or more unidentified operating businesses, through a capital stock exchange, asset acquisition, stock purchase or other similar transaction, including obtaining a majority interest through contractual arrangements. As described in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 7, 2010, the Issuer was seeking approval from holders of its Ordinary Shares of its proposed business combination (the “Business Combination”) in connection with acquisition agreements to acquire (i) the assets and liabilities or equity interests of various pooled investment vehicles managed by Stillwater Capital Partners, Inc.; (ii) an 81.5% controlling interest in Amalphis Group, Inc.; (iii) the assets and investments held by Wimbledon Financing Master Fund Ltd. and Wimbledon Real Estate Financing Fund Ltd.; and (iv) all of the equity of Northstar Group Holdings, Ltd. and its wholly-owned subsidiaries, Northstar Reinsurance, Ltd. and Northstar Reinsurance Ireland Ltd.

As part of these arrangements, the Issuer has negotiated with the Reporting Persons to explore the means by which a sufficient number of the Issuer’s public Ordinary Shares could be purchased so that such shares would not exercise their conversion rights with respect to such purchased shares and the Business Combination could be approved by the Issuer’s shareholders. Accordingly, immediately following the purchase by the Funds from stockholders of the Issuer of an aggregate

CUSIP No. G0538M105

of 4,625,599 Ordinary Shares at a purchase price of $10.00 per share, the Funds entered into stock purchase agreements with the Issuer pursuant to which the Issuer agreed to purchase, and the Funds agreed to sell, the Ordinary Shares purchased at a purchase price of $10.00 per share, plus approximately $0.10 per share in fees, for an aggregate of approximately $10.10 per share. Such purchases shall be made promptly following the closing of the Business Combination.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the January 7, 2010 definitive proxy statement of the Issuer, 14,000,000 Ordinary Shares were outstanding as of January 7, 2010. Based on the foregoing, the Subject Shares represented approximately 33.0% of the Ordinary Shares outstanding as of such date.

Capital Advisors, as the investment manager of the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the manager of Capital Advisors, Jacob Capital may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of Richard Levy’s position as sole member of Jacob Capital, Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, Richard Levy may be deemed to be the beneficial owner of the Subject Shares for purposes of this Schedule 13D. Capital Advisors, Jacob Capital and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

(c) On January 15, 2010, the Funds simultaneously purchased an aggregate of 4,625,599 shares of Ordinary Shares for a purchase price of $10.00 per share from stockholders of the Issuer in privately negotiated transactions.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares covered by this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On January 13, 2010, the Funds entered into an agreement with the Issuer pursuant to which the Funds would use their reasonable best efforts to purchase up to 7,475,000 shares of Ordinary Shares in privately negotiated transactions provided that the Issuer entered into a forward contract arrangement with the Funds. Pursuant to such agreement, Issuer agreed to pay a fee of 1.0% of the value of all Ordinary Shares purchased by the Funds from third parties. On January 15, 2010, the Funds entered into Stock Purchase Agreements (the “Agreements”) with the Issuer following the purchase of the 4,625,599 Ordinary Shares from current shareholders of the Issuer. Pursuant to the Agreements, the Issuer agreed to purchase, and the Funds agreed to sell, all of the Subject Shares at a purchase price of $10.00 per share, plus approximately $0.10 per share in fees, for an aggregate of approximately $10.10 per share.

To the knowledge of the Reporting Persons, except as described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer, including, but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loans or option agreement, puts or call, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

1. Joint Filing Agreement, dated as of January 19, 2010, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

CUSIP No. G0538M105

SIGNATURES

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.

Dated: January 19, 2010

VICTORY PARK CAPITAL ADVISORS, LLC By:  Jacob Capital, L.L.C., its Manager
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
RICHARD LEVY
/s/ Richard Levy
Richard Levy

CUSIP No. G0538M105

EXHIBIT INDEX

1. Joint Filing Agreement, dated as of January 19, 2010, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Asia Special Situation Acquisition Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 19th day of January, 2010.

VICTORY PARK CAPITAL ADVISORS, LLC By:  Jacob Capital, L.L.C., its Manager
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
RICHARD LEVY
/s/ Richard Levy
Richard Levy