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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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Andina Acquisition Corp
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(Name of Issuer)
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Ordinary Shares, par value $.0001 per share
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(Title of Class of Securities)
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G0440W118
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(CUSIP Number)
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March 19, 2012
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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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 8 Pages)
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CUSIP No. G0440W118
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13G
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Polar Securities Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
- 0 -
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6
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SHARED VOTING POWER
450,000 Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
450,000 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. G0440W118
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13G
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
North Pole Capital Master Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Cayman Islands
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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
- 0 -
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6
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SHARED VOTING POWER
450,000 Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
450,000 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G0440W118
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13G
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Page 4 of 8 Pages
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Item 1 (a).
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NAME OF ISSUER
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The name of the issuer is Andina Acquisition Corp (the "Company").
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Item 1(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 Carrera 10 No. 28-49, Torre A. Oficina 20-05, Bogota, Colombia.
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This statement is filed by:
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| (i) | North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G directly beneficially owned by it; | ||
| (ii) | Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws in Ontario, Canada, serving as investment advisor to North Pole with respect to the Shares reported in this Schedule 13G directly beneficially owned by North Pole. | ||
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | |||
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Item 2(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 each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
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Item 2(c).
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CITIZENSHIP
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The citizenship of each of the Reporting Persons is set forth above.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Ordinary Shares, par value $.0001 per share ("Shares")
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Item 2(e).
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CUSIP NUMBER
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G0440W118
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CUSIP No. G0440W118
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13G
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Page 5 of 8 Pages
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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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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(e)
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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 association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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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;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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OWNERSHIP
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The percentages used herein are calculated based upon 5,000,000 Shares reported to be outstanding as of March 16, 2011, as reported in the Company's prospectus 424(B)(4) filing, filed by the Company on March 20, 2012.
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A.
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Polar Securities
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(a)
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Amount beneficially owned: 450,000
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(b)
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Percent of class: 9.0%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 450,000
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition of: 450,000
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B.
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North Pole
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(a)
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Amount beneficially owned: 450,000
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(b)
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Percent of class: 9.0%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 450,000
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 450,000
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
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CUSIP No. G0440W118
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13G
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Page 6 of 8 Pages
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not applicable.
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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.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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Item 10.
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CERTIFICATION
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its 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.
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CUSIP No. G0440W118
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13G
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Page 7 of 8 Pages
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POLAR SECURITIES INC.
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/s/ Paul Sabourin
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Name: Paul Sabourin
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Title: Chief Investment Officer
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NORTH POLE CAPITAL MASTER FUND, LTD.
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By: Polar Securities Inc., its investment manager
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/s/ Paul Sabourin
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Name: Paul Sabourin
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Title: Chief Investment Officer
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CUSIP No. G0440W118
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13G
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Page 8 of 8 Pages
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POLAR SECURITIES INC.
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/s/ Paul Sabourin
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Name: Paul Sabourin
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Title: Chief Investment Officer
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NORTH POLE CAPITAL MASTER FUND, LTD.
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By: Polar Securities Inc., its investment manager
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/s/ Paul Sabourin
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Name: Paul Sabourin
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Title: Chief Investment Officer
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