0001062993-15-006616.txt : 20151210 0001062993-15-006616.hdr.sgml : 20151210 20151210170025 ACCESSION NUMBER: 0001062993-15-006616 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151210 DATE AS OF CHANGE: 20151210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Andina Acquisition Corp. II CENTRAL INDEX KEY: 0001652101 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89199 FILM NUMBER: 151281451 BUSINESS ADDRESS: STREET 1: 250 WEST 57TH STREET, SUITE 2223 CITY: NEW YORK STATE: NY ZIP: 10107 BUSINESS PHONE: 646-565-3861 MAIL ADDRESS: STREET 1: 250 WEST 57TH STREET, SUITE 2223 CITY: NEW YORK STATE: NY ZIP: 10107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Asset Management Partners Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 FORMER COMPANY: FORMER CONFORMED NAME: Polar Securities Inc. DATE OF NAME CHANGE: 20050506 SC 13G 1 sc13gandina.htm SC 13G Polar Asset Management Partners Inc.: Form SC 13 G - Filed by newsfilecorp.com

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Andina Acquisition Corp. II
(Name of Issuer)

Ordinary Shares, $.0001 par value per share
(Title of Class of Securities)

G0441P112
(CUSIP Number)

November 30, 2015
(Date of Event Which Requires Filing of this Statement)

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

[ X ]  Rule 13d-1(b)

[  ]  Rule 13d-1(c)

[  ]  Rule 13d-1(d)

(Page 1 of 6 Pages)

*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. G0441P107 13G Page 2 of 6 Pages

1      Names of Reporting Persons
   
                             Polar Asset Management Partners Inc.
2      Check the appropriate box if a member of a Group (see instructions)
   
                (a)   [  ]  
                (b)   [  ]  
3     Sec Use Only

 
       
4      Citizenship or Place of Organization
   
                 Canada  
    5 Sole Voting Power
       
      800,000
Number of Shares 6 Shared Voting Power
Beneficially    
Owned by Each   0
Reporting Person    
With: 7 Sole Dispositive Power
     
      800,000
    8 Shared Dispositive Power

       
9      Aggregate Amount Beneficially Owned by Each Reporting Person
   
            800,000  
10      Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

           [  ]
       
11      Percent of class represented by amount in row (9)
   
       15.07%    
12      Type of Reporting Person (See Instructions)
   
       IA    



CUSIP No. G0441P112 13G Page 3 of 6 Pages

Item 1.

(a)

Name of Issuer:

The name of the issuer is Andina Acquisition Corp II. (the "Company").

(b)

Address of Issuer's Principal Executive Offices:

The Company's principal executive offices are located at 250 West 57th Street, Suite 2223, New York NY 10107.

Item 2.

(a)

Name of Person Filing:

This statement is filed by Polar Asset Management Partners Inc., a company incorporated under the laws on Ontario, Canada, which serves as the investment manager to Polar Multi Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"), with respect to the Shares (as defined below) directly held by PMSMF.

(b)

Address of Principal Business Office or, if None, Residence:

The address of the business office of the Reporting Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

(c)

Citizenship:

The citizenship of the Reporting Person is Canada.

(d)

Title and Class of Securities:

Ordinary shares, $0.0001 par value per share (the "Shares")

(e)

CUSIP No.:

G0441P112

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)     [  ] Broker or dealer registered under Section 15 of the Act;
     
  (b)     [  ] Bank as defined in Section 3(a)(6) of the Act;
     
  (c)     [  ] Insurance company as defined in Section 3(a)(19) of the Act;
     
  (d)     [  ] Investment company registered under Section 8 of the Investment Company Act of 1940;
     
  (e)     [  ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
  (f)      [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);



CUSIP No. G0441P112 13G Page 4 of 6 Pages

  (g)    [  ] A parent holding company or control person in accordance with Rule 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;
   
  (j)     [X] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
     
  (k)    [  ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d -1(b)(1)(ii)(J), please specify the type of institution:

The Reporting Person is an investment fund manager registered with the Ontario Securities Commission and a broker-dealer registered with the Investment Industry Regulatory Organization of Canada.

Item 4. Ownership

The percentages used herein are calculated based upon 5,310,000 Shares reported to be outstanding as of in the Company's Prospectus filed pursuant to Rule 424(b)(4) on November 25, 2015 after giving effect to the completion of the offering and simultaneous sale of private units, all as described therein.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

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

Not applicable.

Item 6. Ownership of more than Five Percent on Behalf of Another Person.

PMSMF has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares.

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

Item 8. Identification and classification of members of the group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.



CUSIP No. G0441P112 13G Page 5 of 6 Pages

By signing below the Reporting Peron certifies that, to the best of its knowledge and belief, (i) 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 and (ii) the foreign regulatory schemes applicable to investment fund managers and broker-dealers are substantially comparable to the regulatory schemes applicable to the functionally equivalent U.S. institutions. The Reporting Person also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:   December 10, 2015  
   
POLAR ASSET MANAGEMENT PARTNERS INC.  
   
/s/ Robyn Schultz  
Name:   Robyn Schultz  
Title:   Chief Compliance Officer