SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.__)1
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Blue Wolf Mongolia Holdings Corp.
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(Name of Issuer)
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Ordinary Shares, no par value
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(Title of Class of Securities)
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G11962100
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(CUSIP Number)
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July 15, 2011
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 8 Pages)
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CUSIP No. G11962100
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13G
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Arrowgrass Capital Partners (US) LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
704,200 Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
704,200 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,200 Ordinary Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP No. G11962100
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13G
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Arrowgrass Capital Services (US) Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
704,200 Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
704,200 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,200 Ordinary Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G11962100
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13G
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Page 4 of 8 Pages
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Item 1 (a).
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NAME OF ISSUER.
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The name of the issuer is Blue Wolf Mongolia Holdings Corp. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at Two Greenwich Office Park, Suite 300, Greenwich, CT 06831.
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Arrowgrass Capital Partners (US) LP ("ACP"), a Delaware limited partnership, which serves as the investment manager to Arrowgrass Master Fund, Ltd. (the "Arrowgrass Fund"), with respect to the Ordinary Shares (as defined below) directly held by the Arrowgrass Fund; and
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(ii)
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Arrowgrass Capital Services (US) Inc. ("ACS"), a Delaware corporation, which serves as the general partner of ACP, with respect to the Ordinary Shares directly held by the Arrowgrass Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.
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Item 2(c).
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CITIZENSHIP:
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ACP is a limited partnership organized under the laws of the State of Delaware. ACS is a corporation organized under the laws of the State of Delaware.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares, no par value (the "Ordinary Shares").
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Item 2(e).
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CUSIP NUMBER:
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G11962100
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CUSIP No. G11962100
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13G
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Page 5 of 8 Pages
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Item 3.
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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:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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x
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item 4.
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OWNERSHIP.
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A.
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Arrowgrass Capital Partners (US) LP
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(a)
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Amount beneficially owned: 704,200 Ordinary Shares
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(b)
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Percent of Class: 7.0%. The percentages used herein and in the rest of the Schedule 13G are calculated based upon 10,062,500 Ordinary Shares outstanding, which reflects the number of Ordinary Shares outstanding, as of January 13, 2012, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2011 filed on January 13, 2012.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 704,200 Ordinary Shares
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 704,200 Ordinary Shares
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CUSIP No. G11962100
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13G
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Page 6 of 8 Pages
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B.
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Arrowgrass Capital Services (US) Inc.
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(a)
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Amount beneficially owned: 704,200 Ordinary Shares
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(b)
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Percent of Class: 7.0%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii) | Shared power to vote or direct the vote: 704,200 Ordinary Shares | |||
(iii) | Sole power to dispose or direct the disposition: -0- | |||
(iv) | Shared power to dispose or direct the disposition: 704,200 Ordinary Shares |
Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its 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.
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CUSIP No. G11962100
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13G
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Page 7 of 8 Pages
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ARROWGRASS CAPITAL PARTNERS (US) LP
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By: Arrowgrass Capital Service (US) Inc.,
its General Partner
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/s/ Sean Flynn
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Name: Sean Flynn
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Title: Director
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ARROWGRASS CAPITAL SERVICES (US) INC.
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/s/ Sean Flynn
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Name: Sean Flynn
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Title: Director
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CUSIP No. G11962100
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13G
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Page 8 of 8 Pages
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ARROWGRASS CAPITAL PARTNERS (US) LP
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By: Arrowgrass Capital Service (US) Inc.,
its General Partner
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/s/ Sean Flynn
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Name: Sean Flynn
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Title: Director
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ARROWGRASS CAPITAL SERVICES (US) INC.
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/s/ Sean Flynn
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Name: Sean Flynn
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Title: Director
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