Statement of Ownership (sc 13g)
December 10 2018 - 11:56AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SMAAASH Entertainment Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of
Class of Securities)
831550108
(CUSIP Number)
November 30, 2018
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule 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 5 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.
831550108
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13G
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Page 2 of 5 Pages
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1
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Names of Reporting Persons
Polar Asset Management Partners Inc.
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2
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Check the appropriate box if a member
of a Group (see instructions)
(a) [
]
(b) [ ]
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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
Canada
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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
1,150,519 (including 456,600 shares underlying warrants)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,150,519 (including 456,600 shares underlying warrants)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,150,519 (including 456,600 shares underlying warrants)
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10
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Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
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11
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Percent of class represented by amount in row (9)
19.92%
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12
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Type of Reporting Person (See Instructions)
IA
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CUSIP No.
831550108
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13G
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Page 3 of 5 Pages
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The name of the issuer is SMAAASH
Entertainment Inc.
(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 1345 Avenue of the Americas, 11
th
Floor, New
York, New York, 10105.
(a)
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Name of Person Filing:
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This statement is filed by Polar Asset
Management Partners Inc., a company incorporated under the laws of Ontario,
Canada, which serves as the investment advisor to Polar Multi-Strategy Master
Fund, a Cayman Islands exempted company ("
PMSMF
") and certain managed
accounts (together with
PMSMF
, the
Polar Vehicles
), with respect to the
Shares (as defined below), and the Shares underlying warrants, directly held by
the Polar Vehicles.
The filing of this statement should not
be construed as an admission that the Reporting Person is, for the purposes of
Section 13 of the Act, the beneficial owner of the Shares reported herein.
(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
the Reporting Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario
M5H 2Y4, Canada.
The citizenship of the Reporting Person
is Canada.
(d)
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Title and Class of
Securities:
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Common Stock, par value $0.0001 per
share (the "
Shares
")
831550108
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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[ ]
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Broker or dealer registered under
Section 15 of the Act;
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section
3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8
of the Investment Company Act of 1940;
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CUSIP No.
831550108
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13G
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Page 4 of 5 Pages
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(e)
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[ ]
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An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
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(f)
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An 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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A 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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A savings associations 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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[ ]
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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;
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(j)
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[X]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
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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, portfolio manager, exempt market dealer and commodity trading
manager registered with the Ontario Securities Commission.
The percentages used herein are
calculated based upon 5,319,395 Shares outstanding as of November 30, 2018,
which is comprised of 5,119,395 Shares reported to be outstanding as of November
20, 2018 and 200,000 shares that were to be issued by the Company on November
30, 2018, as disclosed in the Companys Report on Form 8-K filed with the
Securities and Exchange Commission on November 30, 2018, and assumes the
exercise of warrants held by the Polar Vehicles.
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.
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Ownership of Five Percent or Less of a
Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than 5% of the class of securities, check the
following [ ].
Item 6.
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Ownership of more than Five Percent on
Behalf of Another Person.
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See Item 2. The Polar Vehicles have
the right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of more than 5% of the Shares.
Item 7.
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Identification and classification of the
subsidiary which acquired the security being reported on
by the
parent holding company or control person.
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Not applicable.
Item 8.
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Identification and classification of members of the
group.
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Not applicable.
CUSIP No.
831550108
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13G
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Page 5 of 5 Pages
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below the Reporting
Person 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, 2018
POLAR ASSET MANAGEMENT PARTNERS INC.
/s/ Greg Lemaich
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Name:
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Greg Lemaich
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Title:
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General Counsel
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