Statement of Beneficial Ownership (sc 13d)
November 14 2016 - 5:14PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Atlantic
Alliance Partnership Corp.
(Name
of Issuer)
Ordinary
Shares, no par value
(Title
of Class of Securities)
G04897107
(CUSIP
Number)
Iain
Abrahams
27
Queensdale Place
London
W11 4SQ
+44 (0) 203-675-7720
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
October
21, 2016
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7
for other parties to whom copies are to be sent.
*
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 disclosures provided
in a prior cover page.
The
information required on 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 other subject to the liabilities of that section of Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G04897107
|
1
|
Name
of Reporting Person
Fox
Investments Limited
|
|
2
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
WC
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
|
|
United
Kingdom
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
522,800
|
|
8
|
Shared
Voting Power (see Item 5 below)
801,955
(1)
|
|
9
|
Sole
Dispositive Power
522,800
|
|
10
|
Shared
Dispositive Power (see Item 5 below)
801,955
(1)
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,324,755
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
35.9%
(2)
|
|
14
|
Type
of Reporting Person
CO
|
|
|
(1)
|
Includes
(i) 523,438 founder shares, (ii) 207,969 private placement shares and (iii) 70,548 Ordinary
Shares issued upon the conversion of loans and advances provided to the Issuer by Fox.
AAP Sponsor (PTC) Corp. (“AAP”) is the direct beneficial owner of these securities.
Through a trust relationship with AAP, Fox has a pecuniary interest in 801,955 ordinary
shares of the Issuer. In addition, Mr. Abrahams is one of the managers of AAP and is
the Chief Executive Officer and a director of the Issuer. The Reporting Persons disclaim
any pecuniary interest they may have in the Ordinary Shares held by AAP aside from that
arising from their ownership interest in AAP.
|
|
|
(2)
|
Based
on the number of Ordinary Shares outstanding (3,687,233) as of November 14, 2016, as
reported by the Issuer in its Quarterly Report on Form 10-Q, filed by the Issuer with
the Securities and Exchange Commission on such date, following (i) the redemption of
6,976,958 Ordinary Shares in connection with the extension of the date by which the Issuer
must consummate its initial business combination and (ii) the issuance of 276,378 Ordinary
Shares to AAP upon the conversion of outstanding loans and advances of the Issuer.
|
CUSIP
No. G04897107
|
1
|
Name
of Reporting Person
Iain
Abrahams
|
|
2
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
PF
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
|
|
United
Kingdom
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
522,800
|
|
8
|
Shared
Voting Power (see Item 5 below)
801,955
(1)
|
|
9
|
Sole
Dispositive Power
522,800
|
|
10
|
Shared
Dispositive Power (see Item 5 below)
801,955
(1)
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,324,755
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
35.9%
(2)
|
|
14
|
Type
of Reporting Person
IN
|
|
|
(1)
|
Includes
(i) 523,438 founder shares, (ii) 207,969 private placement shares and (iii) 70,548 Ordinary
Shares issued upon the conversion of loans and advances provided to the Issuer by Fox.
AAP Sponsor (PTC) Corp. (“AAP”) is the direct beneficial owner of these securities.
Through a trust relationship with AAP, Fox has a pecuniary interest in 801,955 ordinary
shares of the Issuer. In addition, Mr. Abrahams is one of the managers of AAP and is
the Chief Executive Officer and a director of the Issuer. The Reporting Persons disclaim
any pecuniary interest they may have in the Ordinary Shares held by AAP aside from that
arising from their ownership interest in AAP.
|
|
|
(2)
|
Based
on the number of Ordinary Shares outstanding (3,687,233) as of November 14, 2016, as
reported by the Issuer in its Quarterly Report on Form 10-Q, filed by the Issuer with
the Securities and Exchange Commission on such date, following (i) the redemption of
6,976,958 Ordinary Shares in connection with the extension of the date by which the Issuer
must consummate its initial business combination and (ii) the issuance of 276,378 Ordinary
Shares to AAP upon the conversion of outstanding loans and advances of the Issuer.
|
SCHEDULE
13D
This
Schedule 13D is filed on behalf of Fox Investments Limited (“Fox”), a United Kingdom limited company, and Iain Abrahams
(collectively, the “Reporting Persons”).
|
Item 1.
|
Security and Issuer
|
Securities
acquired: ordinary shares, no par value (“Ordinary Shares”)
|
|
Issuer:
|
Atlantic
Alliance Partnership Corp. (the “Issuer”)
|
|
|
|
590
Madison Avenue
|
|
|
|
New
York, New York 10022
|
|
Item 2.
|
Identity and Background
|
(a)
This statement is filed by the Reporting Persons. Fox is the holder of approximately 35.9% of the Issuer’s outstanding Ordinary
Shares based on the number of Ordinary Shares outstanding (3,687,233) as of November 14, 2016, as reported by the Issuer in its
Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on such
date. Mr. Abrahams is the sole owner of Fox, is one of the managers of AAP and is the Chief Executive Officer and a director of
the Issuer.
(b)
The address of the principal business and principal office of the Reporting Persons is 27 Queensdale Place, London W11 4SQ.
(c)
The Reporting Persons’ present principal business and address:
Principal
business: Investment holdings
Address:
27 Queensdale Place, London W11 4SQ
(d)
The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
The Reporting Persons have not, during the last five years, been a party to civil proceeding of a judicial administrative body
of competent jurisdiction and, as a result of such proceeding, were, or are subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
(f)
Fox is a United Kingdom limited company. Mr. Abrahams is a citizen of the United Kingdom.
|
Item 3.
|
Source
and Amount of Funds or Other Consideration
|
The
aggregate purchase price for the 522,800 Ordinary Shares purchased by Fox on October 20, 2016 was $5,499,856. The source of these
funds was the working capital of Fox.
|
Item 4.
|
Purpose
of the Transaction
|
On
October 20, 2016, Fox purchased an aggregate of 522,800 Ordinary Shares at a price of $10.52 per Ordinary Share in the open market.
The
Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further
acquisitions of Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary
Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing
market conditions, other investment opportunities and other factors. However, such shares are subject to certain lock-up restrictions.
Except
for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred
to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.
With
respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company incorporated in the British Virgin Islands
as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation,
contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial
business combination with one or more businesses or entities. Under various agreements between the Issuer and the Reporting Persons,
the Reporting Persons have agreed (A) to vote their founder shares and placement shares in favor of any proposed business
combination and (B) not to redeem any shares (other than public shares) in connection with a shareholder vote or tender offer
to approve or in connection with a proposed initial business combination.
|
Item 5.
|
Interest
in Securities of the Issuer
|
(a)-(b)
The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of
3,687,233Ordinary Shares outstanding as of November 14, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q,
filed by the Issuer with the SEC on such date) are as follows:
Fox
Investments Limited
|
a)
|
|
Amount beneficially owned: 1,324,755
|
|
Percentage: 35.9%
|
|
|
b)
|
|
Number of shares to which Fox has:
|
|
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
522,800
|
|
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
801,955
|
*
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
522,800
|
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
801,955
|
*
|
Iain
Abrahams
|
a)
|
|
Amount beneficially owned: 1,324,755
|
|
Percentage: 35.9%
|
|
|
b)
|
|
Number of shares to which Mr. Abrahams has:
|
|
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
522,800
|
|
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
801,955
|
*
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
522,800
|
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
801,955
|
*
|
*
Includes (i) 523,438 founder shares, (ii) 207,969 private placement shares and (iii) 70,548 Ordinary Shares issued upon the conversion
of loans and advances provided to the Issuer by Fox. AAP Sponsor (PTC) Corp. (“AAP”) is the direct beneficial owner
of these securities. Through a trust relationship with AAP, Fox has a pecuniary interest in 801,955 ordinary shares of the Issuer.
In addition, Mr. Abrahams is one of the managers of AAP and is the Chief Executive Officer and a director of the Issuer. The Reporting
Persons disclaim any pecuniary interest they may have in the Ordinary Shares held by AAP aside from that arising from their ownership
interest in AAP.
(c)
Other than as described elsewhere in this report, the Reporting Persons have not effected any transactions in Ordinary Shares
during the 60 days preceding the date of this report.
(d)
Not applicable.
(e)
Not applicable.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Amendment
to Insider Letter
On
November 1, 2016, the Issuer amended those certain Letter Agreements, dated as of April 28, 2015, by and among the Company and
the sponsor, officers and directors of the Company (the “Insiders”), to provide that:
|
|
●
|
the
Insiders shall be entitled to redemption and liquidation rights, as applicable, with
respect to any Ordinary Shares (other than founder shares, private placement shares and
shares issuable upon conversion of debt of the Company held by Insiders) it holds (i)
if the Issuer fails to consummate a business combination by November 3, 2017 or (ii)
in connection with the consummation of a business combination; and
|
|
|
|
|
|
|
●
|
the
Insiders shall not have the right to vote any Ordinary Shares issuable upon conversion
of debt of the Issuer held by the Insiders in connection with a business combination.
|
|
Item 7.
|
Material to be Filed as Exhibits
|
|
Exhibit
99.1
|
|
Joint
Filing Agreement by and between 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:
November 14, 2016
|
|
|
|
|
|
|
FOX
INVESTMENTS LIMITED
|
|
|
|
|
|
|
By:
|
/s/
Iain Abrahams
|
|
|
Name:
|
Iain
Abrahams
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
/s/
Iain Abrahams
|
|
|
|
Iain
Abrahams
|
7
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