A recent 13G filing with the Securities and Exchange Commission revealed that Andrew Weiss‘ Weiss Asset Management has increased its stake in KLR Energy Acquisition Corp.(NASDAQ:KLRE) to 824,000 Class A common shares, which amass 10.07% of the development stage company’s outstanding stock. Previously, Wiess Asset Management held 799,000 Class A common shares, as reported in its latest 13F filing for the reporting period of March 31.
KLR Energy Acquisition is a blank check company that went public in March, with a further split of its shares in early April. Since the main KLREU ticker went public, its shares have gained just over 1%. Its Class A shares trade under the ticker KLRE and are separated from the Warrants, both of which trade together under the KLREU ticker. Blank check companies are typically formed with the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
Among investors long KLR Energy Acquisition (NASDAQ:KLRE) as of March 31 were D E Shaw, founded by David E. Shaw, which had a $4 million investment in the stock, as well as Paul Glazer’s Glazer Capital, Curtis Schenker and Craig Effron’s Scoggin, and Richard Driehaus’ Driehaus Capital.
You can access the original SEC filing by clicking here.
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| WEISS ASSET MANAGEMENT | 0 | 824,000 | 0 | 824,000 | 824,000 | 10.07% |
| BIP GP | 0 | 510,880 | 0 | 510,880 | 510,880 | 6.24% |
| WAM GP | 0 | 824,000 | 0 | 824,000 | 824,000 | 10.07% |
| ANDREW M. WEISS, PH.D | 0 | 824,000 | 0 | 824,000 | 824,000 | 10.07% |
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Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KLR Energy
Acquisition Corp.
(Name of Issuer)
Shares of Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
49877M108
(CUSIP Number)
June 30, 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 persons 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 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).
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Page 2 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 2 OF 10 PAGES |
| 1. | NAME OF WEISS ASSET | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (A) ¨ (B) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 824,000 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 824,000 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 824,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.07% | |||||
| 12. | TYPE OF REPORTING PERSON* IA Investment Adviser | |||||
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Page 3 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 3 OF 10 PAGES |
| 1. | NAME OF BIP GP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (A) ¨ (B) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 510,880 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 510,880 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 510,880 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 6.24% | |||||
| 12. | TYPE OF REPORTING PERSON* 00 Limited Liability Company | |||||
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Page 4 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 4 OF 10 PAGES |
| 1. | NAME OF WAM GP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (A) ¨ (B) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 824,000 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 824,000 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 824,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.07% | |||||
| 12. | TYPE OF REPORTING PERSON* HC Parent Holding Company/Control Person | |||||
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Page 5 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 5 OF 10 PAGES |
| 1. | NAME OF ANDREW M. WEISS, | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (A) ¨ (B) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 824,000 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 824,000 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 824,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.07% | |||||
| 12. | TYPE OF REPORTING PERSON* HC Parent Holding Company/Control Person | |||||
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Page 6 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 6 OF 10 PAGES |
| ITEM 1. |
| (a) | Name of Issuer: KLR Energy Acquisition Corp. |
| (b) | Address of Issuers Principal Executive Offices: |
| 811 Main Street, 18th Floor, Houston, TX 77002 |
| ITEM 2. |
| (a) | and (c): Name and Citizenship of Persons Filing: |
| (i) | BIP GP LLC, a Delaware limited liability company (BIP GP). |
| (ii) | Weiss Asset Management LP, a Delaware limited partnership (Weiss Asset Management). |
| (ii) | WAM GP LLC, a Delaware limited liability company (WAM GP). |
| (iii) | Andrew M. Weiss, Ph.D., a United States citizen (Andrew Weiss). |
| (b): | Address of Principal Business Office: |
BIP GP, Weiss Asset Management, WAM GP, and Andrew Weiss
have a business
address of 222 Berkeley St., 16th Floor, Boston, Massachusetts 02116
| (d) | Title of Class of Securities: Shares of Class A common stock, par value $0.0001 per share |
| (e) | CUSIP Number: 49877M108 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: |
| (a) [ ] | Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) [ ] | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) [ ] | Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) [ ] | Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State |
| (f) [ ] | Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) |
| (g) [ ] | A Parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) |
| (h) [ ] | A Savings Association 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 (15 U.S.C. 80a-3) |
| (j) [ ] | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) |
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Page 7 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 7 OF 10 PAGES |
| ITEM 4. | OWNERSHIP |
BIP GP*
| (a) | Amount Beneficially Owned: 510,880 |
| (b) | Percent of Class: 6.24% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 510,880 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 510,880 |
WEISS ASSET MANAGEMENT*
| (a) | Amount Beneficially Owned: 824,000 |
| (b) | Percent of Class: 10.07% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 824,000 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 824,000 |
WAM GP*
| (a) | Amount Beneficially Owned: 824,000 |
| (b) | Percent of Class: 10.07% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 824,000 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 824,000 |
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Page 8 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 8 OF 10 PAGES |
ANDREW M.
WEISS, PH.D.*
| (a) | Amount Beneficially Owned: 824,000 |
| (b) | Percent of Class: 10.07% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 824,000 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 824,000 |
| * | Shares reported for BIP GP include shares beneficially owned by a private investment partnership (the Partnership) of which BIP GP is the sole general partner. Weiss Asset Management is the sole investment manager to the Partnership. WAM GP is the sole general partner of Weiss Asset Management. Andrew Weiss is the managing member of WAM GP and BIP GP. Shares reported for WAM GP, Andrew Weiss and Weiss Asset Management include shares beneficially owned by the Partnership (and reported above for BIP GP). The initial Schedule 13G filed on March 18, 2016 reported holdings of Issuers units consisting of one share of Class A common stock and one warrant because as of that date the units were not separately traded. |
Each of BIP GP, WAM GP, Weiss Asset Management, and Andrew Weiss disclaims beneficial ownership of the shares reported
herein as beneficially owned by each except to the extent of their respective pecuniary interest therein. The percent of class computations are based on 8,185,320 shares issued and outstanding as of May 6, 2016, as reported in the 10-Q of the
Issuer, which was filed with the SEC on May 9, 2016.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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 five percent of the class of securities, check the following [ ].
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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 Item 4.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not Applicable
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Page 9 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 9 OF 10 PAGES |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
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.
| ITEM 11. | MATERIALS TO BE FILED AS EXHIBITS |
Exhibit 1 Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
Dated: July 6,
2016
| WEISS ASSET MANAGEMENT LP | ||
| By: | /s/ Daniel Bradford | |
| Daniel Bradford, General | ||
| BIP GP LLC | ||
| By: | /s/ Daniel Bradford | |
| Daniel Bradford, General | ||
| WAM GP LLC | ||
| By: | /s/ Daniel Bradford | |
| Daniel Bradford, General | ||
| ANDREW M. WEISS, PH.D. | ||
| By: | /s/ Daniel Bradford | |
| Daniel Bradford, Attorney-in-Fact for Andrew Weiss** | ||
| ** | Duly authorized under Power of Attorney incorporated herein by reference to the exhibit to the Form 13G/A filed by Weiss Asset Management LP on February 13, 2015 in respect of its holding in HF2 Financial Management Inc. |
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Page 10 of 10 – SEC Filing
| CUSIP NO. 49877M108 | SCHEDULE 13G | PAGE 1 0 OF 10 PAGES |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, Weiss Asset Management LP, BIP GP LLC, WAM GP LLC, and Andrew M.
Weiss, hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to the Ordinary Shares of KLR Energy Acquisition Corp., and further agree that this
Joint Filing Agreement, as may be amended from time to time, shall be included as an Exhibit to such joint filings.
The undersigned
further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein;
provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 18, 2016.
| WEISS ASSET MANAGEMENT LP | ||
| By: | /s/ Georgiy Nikitin | |
| Georgiy Nikitin, Chief Compliance Officer | ||
| BIP GP LLC | ||
| By: | /s/ Georgiy Nikitin | |
| Georgiy Nikitin, Chief Compliance Officer | ||
| WAM GP LLC | ||
| By: | /s/ Georgiy Nikitin | |
| Georgiy Nikitin, Chief Compliance Officer | ||
| ANDREW M. WEISS, PH.D. | ||
| By: | /s/ Georgiy Nikitin | |
| Georgiy Nikitin, Attorney-in-Fact for Andrew Weiss** | ||
| ** | Duly authorized under Power of Attorney incorporated herein by reference to the exhibit to the Form 13G/A filed by Weiss Asset Management LP on February 13, 2015 in respect of its holding in HF2 Financial Management Inc. |
