formsc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.)

EMPEIRIA ACQUISITION CORP.

_____________________________________________

(Name of Issuer)

Common Stock, $0.0001 par value per share

(held as Units, each consisting of one share of Common Stock and one Warrant)

______________ ____________

(Title of Class of Securities)

29158Y203

___________________________

(CUSIP Number)

June 16, 2011

(Date of Event which Requires Filing of this Statement)

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

£	Rule 13d-1(b)

þ	Rule 13d-1(c)

£	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. 29158Y203				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD CAPITAL LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (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				0
		6	SHARED VOTING POWER				1,000,000
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						1,000,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					11.74%
12	TYPE OF REPORTING PERSON				LP

CUSIP NO. 29158Y203				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (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				0
		6	SHARED VOTING POWER				1,000,000
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						1,000,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					11.74%
12	TYPE OF REPORTING PERSON				OO

CUSIP NO. 29158Y203				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD SPECTRUM TRADING LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) 
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				750,000
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				750,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						750,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					8.80%
12	TYPE OF REPORTING PERSON				CO

CUSIP NO. 29158Y203				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD CATALYST TRADING LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) 
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				250,000
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				250,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						250,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					2.93%
12	TYPE OF REPORTING PERSON				CO

CUSIP NO. 29158Y203				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				CHARLES E. DAVIDSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) 
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				1,000,000
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						1,000,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					11.74%
12	TYPE OF REPORTING PERSON				IN

CUSIP NO. 29158Y203				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				JOSEPH M. JACOBS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) 
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				1,000,000
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						1,000,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					11.74%
12	TYPE OF REPORTING PERSON				IN

The reporting persons named in Item 2 below are hereby jointly filing this Schedule 13G (this “Statement”) because due to certain affiliates and relationships among the reporting persons, such reporting persons may be deemed to beneficially own the same securities directly acquired from the Issuer named in Item I below by one of the reporting persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing Agreement”), a copy of which is annexed hereto as Exhibit I.

Item 1.

(a)

Name of Issuer:

EMPEIRIA ACQUISITION CORP.

(b)

Address of Issuer’s Principal Executive Offices:

142 W. 57th Street, 12th Floor

New York, NY 10019

Item 2.

(a)

Name of Persons Filing (collectively, the “Reporting Persons”):

(i)

Wexford Capital LP

(ii)

Wexford GP LLC

(iii)

Wexford Spectrum Trading Limited

(iv)

Wexford Catalyst Trading Limited

(v)

Charles E. Davidson

(vi)

Joseph M. Jacobs

(b)

Address of Principal Business Office, or, if none, Residence of Reporting Persons:

c/o Wexford Capital LP

411 West Putnam Avenue

Greenwich, Connecticut 06830

(c)

Citizenship:

(i)

Wexford Capital LP - Delaware

(ii)

Wexford GP LLC - Delaware

(iii)

Wexford Spectrum Trading Limited - Cayman Islands

(iv)

Wexford Catalyst Trading Limited - Cayman Islands

(v)

Charles E. Davidson - United States

(vi)

Joseph M. Jacobs - United States

(d)

Title of Class of Securities:

Common Stock, $0.0001 par value per share

(held as Units, each consisting of one share of Common Stock and one Warrant)

(e)

CUSIP Number:

29158Y203

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Information set forth below is on the basis of 8,520,000 Common Stock issued and outstanding as reported in the Company’s Prospectus filed with the SEC on June 16, 2011.

(i) Wexford Catalyst Trading Limited

(a)

Amount beneficially owned: 250,000

(b)

Percent of class: 2.93%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 250,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 250,000

(ii) Wexford Spectrum Trading Limited

(a)

Amount beneficially owned: 750,000

(b)

Percent of class: 8.80%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 750,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 750,000

(iii) Wexford Capital LP

(a)

Amount beneficially owned: 1,000,000

(b)

Percent of class: 11.74%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,000,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,000,000

(iv) Wexford GP LLC

(a)

Amount beneficially owned: 1,000,000

(b)

Percent of class: 11.74%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,000,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,000,000

(v) Charles E. Davidson

(a)

Amount beneficially owned: 1,000,000

(b)

Percent of class: 11.74%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,000,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,000,000

(vi) Joseph M. Jacobs

(a)

Amount beneficially owned: 1,000,000

(b)

Percent of class: 11.74%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,000,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,000,000

Wexford Capital LP ("Wexford Capital") is the sub-advisor to Wexford Catalyst Trading Limited and Wexford Spectrum Trading Limited (together, the “Wexford Entities”) and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Wexford Entities possess beneficial ownership. Wexford GP LLC (“Wex GP”) is the general partner of Wexford Capital and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Wexford Entities possess beneficial ownership. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs") may, by reason of his status as a controlling person of Wex GP, be deemed to own beneficially the interests in the securities of which the Wexford Entities possess beneficial ownership. Each of Davidson, Jacobs, Wexford Capital and Wex GP shares the power to vote and to dispose of the interests in the securities beneficially owned by the Wexford Entities. Each of Wexford Capital, Wex GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by the Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their interests in each member of the Wexford Entities.

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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person N/A.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A

Item 8.

Identification and Classification of Members of the Group N/A

Item 9.

Notice of Dissolution of Group N/A

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.

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.

Dated June 24, 2011

WEXFORD CAPITAL LP

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Partner and Secretary

WEXFORD GP LLC

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Vice President and Assistant Secretary

WEXFORD SPECTRUM TRADING LIMITED

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Vice President and Assistant Secretary

WEXFORD CATALYST TRADING LIMITED

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Vice President and Assistant Secretary

/s/Charles E. Davidson

CHARLES E. DAVIDSON

/s/Joseph M. Jacobs

JOSEPH M. JACOBS

Exhibit I

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Empeiria Acquisition Corp.

Dated June 24, 2011

WEXFORD CAPITAL LP

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Partner and Secretary

WEXFORD GP LLC

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Vice President and Assistant Secretary

WEXFORD SPECTRUM TRADING LIMITED

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Vice President and Assistant Secretary

WEXFORD CATALYST TRADING LIMITED

By: /s/Arthur H. Amron

Name: Arthur H. Amron

Title: Vice President and Assistant Secretary

/s/Charles E. Davidson

CHARLES E. DAVIDSON

/s/Joseph M. Jacobs

JOSEPH M. JACOBS