Schedule 13G

0000950123-11-066389.txt : 20110719 0000950123-11-066389.hdr.sgml : 20110719 20110719105200 ACCESSION NUMBER: 0000950123-11-066389 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110719 DATE AS OF CHANGE: 20110719 GROUP MEMBERS: ARCHER CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: CANTON HOLDINGS, L.L.C. GROUP MEMBERS: ERIC J. EDIDIN GROUP MEMBERS: JOSHUA A. LOBEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Wolf Mongolia Holdings Corp. CENTRAL INDEX KEY: 0001517526 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 660762833 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86340 FILM NUMBER: 11974177 BUSINESS ADDRESS: STREET 1: TWO SOUND VIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-524-5272 MAIL ADDRESS: STREET 1: TWO SOUND VIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Canton Holdings, L.L.C. CENTRAL INDEX KEY: 0001453252 IRS NUMBER: 203980910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.319.2775 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 c20091sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Blue Wolf Mongolia Holdings Corp.

(Name of Issuer)

Ordinary Shares, no par value per share

(Title of Class of Securities)

VGC119621263

(ISIN)

July 15, 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:

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).


ISIN No.		VGC119621263


1	NAMES OF REPORTING PERSONS Canton Holdings, L.L.C.

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			500,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	500,000

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)

	7.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

**SEE ITEM 4(b).


ISIN No.		VGC119621263


1	NAMES OF REPORTING PERSONS Archer Capital Management, L.P.

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			500,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	500,000

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)

	7.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

**SEE ITEM 4(b).


ISIN No.		VGC119621263


1	NAMES OF REPORTING PERSONS Joshua A. Lobel

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

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			500,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	500,000

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)

	7.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

**SEE ITEM 4(b).


ISIN No.		VGC119621263


1	NAMES OF REPORTING PERSONS Eric J. Edidin

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

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			500,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	500,000

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)

	7.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

**SEE ITEM 4(b).

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) relates to Ordinary Shares, no par value per share (the “Ordinary Shares”), of Blue Wolf Mongolia Holdings Corp., a British Virgin Islands corporation (the “Issuer”), and is being filed on behalf of (i) Archer Capital Management, L.P. (“Archer”), a Delaware limited partnership, as the investment manager to certain private investment funds (the “Funds”), (ii) Canton Holdings, L.L.C. (“Canton”), a Delaware limited liability company, as the general partner of Archer, (iii) Joshua A. Lobel, an individual, as a principal of Canton, and (iv) Eric J. Edidin, an individual, as a principal of Canton (the persons mentioned in (i) (ii), (iii) and (iv) above are referred to as the “Reporting Persons”). All Ordinary Shares reported in this Schedule 13G are held by the Funds.


Item 1(a)		Name of Issuer.

Blue Wolf Mongolia Holdings Corp.


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

Two Sound View Drive
Greenwich, Connecticut 06830


Item 2(a)		Name of Person Filing.

(i) Archer Capital Management, L.P. (“Archer”), (ii) Canton Holdings, L.L.C. (“Canton”), (iii) Joshua A. Lobel (“Mr. Lobel”) and (iv) Eric J. Edidin (“Mr. Edidin”).


Item 2(b)		Address of Principal Business Office, or, if none, Residence.

570 Lexington Avenue, 40^th Floor
New York, New York 10022.


Item 2(c)		Citizenship or Place of Organization.

Archer is a Delaware limited partnership. Canton is a Delaware limited liability company. Mr. Lobel and Mr. Edidin are United States citizens.

Item 2(d) Title of Class of Securities.

Ordinary Shares, no par value per share (the “Ordinary Shares”).


Item 2(e)		ISIN Number.

VGC119621263


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:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

o An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

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

(g)

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

(h)

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

(i)

o 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)

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


Item 4		Ownership.

(a)

Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the beneficial owners of the 500,000 Ordinary Shares held by the Funds.

(b)

Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the beneficial owners of 7.1% of the Issuer’s outstanding Ordinary Shares. This percentage was calculated by dividing (i) the number of Ordinary Shares reported in Item 4(a) held by the Reporting Persons by (ii) the 7,000,000 Ordinary Shares outstanding as of July 14, 2011, as calculated from the 424B4 Prospectus filed by the Issuer with the Securities and Exchange Commission on July 15, 2011.

(c)

Canton, Archer, Mr. Lobel and Edidin have the power to vote and dispose of the 500,000 Ordinary Shares held by the Funds.


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

Inapplicable.


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

Inapplicable.


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 each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.


Exhibits		Exhibit 1

Joint Filing Agreement by and among the Reporting Persons.

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: July 19, 2011


Archer Capital Management, L.P.
By:	Canton Holdings, L.L.C., its general partner

By:	/s/ Joshua A. Lobel
Name:	Joshua A. Lobel
Title:		Manager


Canton Holdings, L.L.C.
By:	/s/ Joshua A. Lobel
Name:	Joshua A. Lobel
Title:		Manager

/s/ Joshua A. Lobel
Joshua A. Lobel

/s/ Eric J. Edidin
Eric J. Edidin

EX-99.1 2 c20091exv99w1.htm EXHIBIT 1 Exhibit 1

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 Ordinary Shares of Blue Wolf Mongolia Holdings Corp., a British Virgin Islands 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 July 19, 2011.


	Archer Capital Management, L.P.
	By:	Canton Holdings, L.L.C., its general partner

	By:	/s/ Joshua A. Lobel
	Name:	Joshua A. Lobel
	Title:	Manager


	Canton Holdings, L.L.C.
	By:	/s/ Joshua A. Lobel
	Name:	Joshua A. Lobel
	Title:	Manager

	/s/ Joshua A. Lobel
	Joshua A. Lobel

	/s/ Eric J. Edidin
	Eric J. Edidin