0000905148-16-002052.txt : 20161110 0000905148-16-002052.hdr.sgml : 20161110 20161110132137 ACCESSION NUMBER: 0000905148-16-002052 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161110 DATE AS OF CHANGE: 20161110 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: 161987098 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: BASSO CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001287978 IRS NUMBER: 200406508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 352-6100 MAIL ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT L.P. DATE OF NAME CHANGE: 20130806 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 20130731 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 20040421 SC 13G 1 efc16-644_fmsc13g.htm efc14-709_fmsc13g.htm
UNITED STATES
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, par value $0.0001 per share
(Title of Class of Securities)
 
G0441P104
(CUSIP Number)
 
November 7, 2016
(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)
 
[X]           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.
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index:  Page 10
 
 

SCHEDULE 13G
 
 
CUSIP No.: G0441P104  Page 2 of 11 Pages
 
1.
Names of Reporting Persons.
 
BASSO SPAC FUND LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
292,404
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
292,404
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
292,404
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.5%
12.
Type of Reporting Person:
 
OO
 
 
 

SCHEDULE 13G
 
 
CUSIP No.: G0441P104  Page 3 of 11 Pages
 
1.
Names of Reporting Persons.
 
BASSO MANAGEMENT, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
292,404
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
292,404
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
292,404
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.5%
12.
Type of Reporting Person:
 
OO
 
 
 

SCHEDULE 13G
 
 
CUSIP No.: G0441P104  Page 4 of 11 Pages
 
1.
Names of Reporting Persons.
 
BASSO CAPITAL MANAGEMENT, L.P.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
292,404
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
292,404
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
292,404
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.5%
12.
Type of Reporting Person:
 
IA, PN
 
 

SCHEDULE 13G
 
 
CUSIP No.: G0441P104  Page 5 of 11 Pages
 
1.
Names of Reporting Persons.
 
BASSO GP, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
292,404
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
292,404
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
292,404
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.5%
12.
Type of Reporting Person:
 
OO
 
 

SCHEDULE 13G
 
 
CUSIP No.: G0441P104  Page 6 of 11 Pages
 
1.
Names of Reporting Persons.
 
HOWARD I. FISCHER
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
292,404
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
292,404
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
292,404
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.5%
12.
Type of Reporting Person:
 
IN
 
 

SCHEDULE 13G
 
 
 Page 7 of 11 Pages
 
Item 1(a).
Name of Issuer:
 
Andina Acquisition Corp. II
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
250 West 57th Street, Suite 2223, New York, NY, 10107

 
Item 2(a).
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)
Basso SPAC Fund LLC (“Basso SPAC”);
ii)
Basso Management, LLC (“Basso Management”);
iii)
Basso Capital Management, L.P. (“BCM”);
iv)
Basso GP, LLC (“Basso GP”); and
v)
Howard I. Fischer (“Mr. Fischer”);.
 
This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding managing partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.

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

The address of the principal business office of each of the Reporting Persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902.

Item 2(c).
Citizenship:

Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company.  BCM is a Delaware limited partnership.  Mr. Fischer is a citizen of the United States.
 
Item 2(d).
Title of Class of Securities:
 
Ordinary Shares, par value $0.0001 per share
 
Item 2(e).
CUSIP Number:
 
G0441P104

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:
 

This Item 3 is not applicable.
 
 

SCHEDULE 13G
 
 
 Page 8 of 11 Pages
 
Item 4.
Ownership:
Item 4(a)   
Amount Beneficially Owned
               
As of November 9, 2016, each of the Reporting Persons may be deemed the beneficial owner of 292,404 Shares.  This amount consists of (i) 112,404 Shares, and (ii) 180,000 Shares underlying Units.

Item 4(b)
Percent of Class:

As of November 9, 2016, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.5% of Shares outstanding. (There were 5,310,000 Shares outstanding as of October 13, 2016, according to the Issuer’s quarterly report on Form 10-Q, filed October 14, 2016.)

Item 4(c)
Number of Shares of which such person has:
 
(i) Sole power to vote or direct the vote:
0
   
(ii) Shared power to vote or direct the vote:
292,404
   
(iii) Sole power to dispose or direct the disposition of:
0
   
(iv) Shared power to dispose or direct the disposition of:
292,404
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under §240.14a-11.
 

 
Page 9 of 11 Pages
 
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.
 
  BASSO SPAC FUND LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Authorized Signatory  
 
 
  BASSO MANAGEMENT, LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Member  
 
 
  BASSO CAPITAL MANAGEMENT, L.P.  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Chief Executive Officer & Managing Partner  
 
 
  BASSO GP, LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Member  
 
 
  HOWARD I. FISCHER  
 
 /s/ Howard I. Fischer  
       
 
 
 
 
November 10, 2016
 
 

 
Page 10 of 11 Pages
 
  
EXHIBIT INDEX
 
Ex.
 
Page No.
 
A
Joint Filing Agreement
 11
 
 
 
 
 
 
 
 

 
Page 11 of 11 Pages
 
EXHIBIT A


JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Andina Acquisition Corp. II  dated as of November 10, 2016 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
  BASSO SPAC FUND LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Authorized Signatory  
 
 
  BASSO MANAGEMENT, LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Member  
 
 
  BASSO CAPITAL MANAGEMENT, L.P.  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Chief Executive Officer & Managing Partner  
 
 
  BASSO GP, LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Member  
 
 
  HOWARD I. FISCHER  
 
 /s/ Howard I. Fischer  
       
 
 
 
 
November 10, 2016