SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Navios Maritime Acquisition Corporation
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(Name of Issuer)
Ordinary Shares, $0.0001 par value per share
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(Title of Class of Securities))
Y62159101
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(CUSIP NUMBER)
Elizabeth W. Cochrane, Esq.
c/o Arrowgrass Capital Partners (US) LP
245 Park Avenue
New York, NY 10167
(212) 584-1161
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(Name, address and telephone number of person
authorized to receive notices and communications)
April 14, 2010
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [x].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. Y62159101 13D Page 2 of 11 Pages
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(1) NAME OF REPORTING PERSONS
Arrowgrass Capital Partners (US) LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
3,130,864 ordinary shares
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
3,130,864 ordinary shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,130,864 ordinary shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9%
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(14) TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. Y62159101 13D Page 3 of 11 Pages
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(1) NAME OF REPORTING PERSONS
Arrowgrass Capital Services (US) Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
3,130,864 ordinary shares
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
3,130,864 ordinary shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,130,864 ordinary shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9%
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(14) TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. Y62159101 13D Page 4 of 11 Pages
Item 1. Security and Issuer.
This statement relates to the ordinary shares, par value $0.0001 per
share (the "Shares"), of Navios Maritime Acquisition Corporation, a Cayman
Islands corporation (the "Company"). The Company's principal executive offices
are located at 85 Akti Miaouli Street, Piraeus, Greece 185 38.
Item 2. Identity and Background.
(a) This Statement is filed by:
(i) Arrowgrass Capital Partners (US) LP ("ACP"), with respect to the
Shares directly held by Arrowgrass Master Fund Ltd., a Cayman Islands exempted
company ("AMF"). ACP serves as the investment manager of AMF; and
(ii) Arrowgrass Capital Services (US) Inc. ("ACS"), which is the
General Partner of ACP, with respect to the Shares beneficially owned by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
(b) The address of the principal business and principal office of ACP and
ACS is 245 Park Avenue, 39th Floor, New York, New York 10167.
(c) The principal business of each of the Reporting Persons is the
management of investment funds and activities related thereto.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is 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) ACP is a Delaware limited partnership. ACS is a Delaware corporation.
Schedule A attached hereto sets forth the information required by Instruction C
of the instructions to Schedule 13D.
Item 3. Source and Amount of Funds and Other Consideration.
The Shares purchased by AMF were acquired with working capital in open market
transactions at an aggregate cost (excluding commissions, if any) of
approximately $30,300,000.
CUSIP No. Y62159101 13D Page 5 of 11 Pages
Item 4. Purpose of the Transaction.
The Shares reported herein by the Reporting Persons were acquired for
investment purposes in the ordinary course of business.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, including in any Exhibits hereto, the Reporting
Persons have no present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Company was organized for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition or other similar business
combination, an operating business (a "Business Combination"). The Company
consummated an initial public offering in July 2008 in connection with which it
raised gross proceeds of approximately $253 million, a significant portion of
which was placed in a trust account pending the consummation of a Business
Combination on or prior to July 1, 2010. Pursuant to certain provisions in the
Company's certificate of incorporation, as amended, a holder of Shares of the
Company issued in the Company's initial public offering may, if it votes against
the Business Combination, demand that the Company redeem its Shares into cash
(the "Conversion Rights"). A Business Combination will not be consummated if the
holders of more than 40% of the Shares vote against the Business Combination and
request Conversion Rights. On April 8, 2010, the Company announced it had
entered into an agreement for a proposed asset purchase which the Company has
determined would meet all of the conditions to the consummation of a business
combination described in the prospectus for its initial public offering (the
"Proposed Business Combination").
On April 14, 2010, AMF entered into an Option Purchase Agreement (the
"Option Agreement") which is referenced as Exhibit 1 hereto with Malibu Capital
Partners, LLC, a California limited liability company ("Malibu"). Pursuant to
the terms of the Option Agreement, AMF granted to Malibu an option to purchase
from AMF all (but not less than all) of the Shares of AMF reported herein. The
option expires on or prior to the earlier to occur of (i) the date the Company
liquidates its trust account or (ii) the unilateral decision of Malibu to
terminate that is communicated to AMF in writing. If Malibu exercises its
Option, AMF is required to sell the Shares to Malibu and Malibu is required to
purchase the Shares from AMF at a price per share equal to that certain pro rata
portion of the Company's trust account per share due to its public stockholders
as set forth in the Company's final definitive proxy statement filed with the
U.S. Securities and Exchange Commission in connection with the Proposed Business
Combination. In the Option Agreement AMF agreed to vote its Shares against the
Proposed Business Combination. Upon exercise of the option by Malibu, AMF agrees
to (i) withdraw and revoke its exercise of Conversion Rights and (ii) vote in
favor of, or abstain from voting upon, the Proposed Business Combination unless
otherwise directed by Malibu.
CUSIP No. Y62159101 13D Page 6 of 11 Pages
The summary of the Option Agreement is not complete, and is qualified
in its entirety by reference to the text of the agreement, which is referenced
as Exhibit 1 to this Schedule 13D.
The entering into the Option Agreement may result in the Reporting
Persons being deemed a "group" with Malibu and certain of its affiliates (the
"Malibu Reporting Persons") within the meaning of Section 13(d) of the Act.
Although the Reporting Persons and the Malibu Reporting Persons may be deemed to
be a "group" with each other within the meaning of Section 13(d) of the Act, the
Reporting Persons do not believe that they are part of a group with the Malibu
Reporting Persons and expressly disclaim membership in any "group" with the
Malibu Reporting Persons. The Reporting Persons expressly disclaim beneficial
ownership of any Shares that may be deemed to be beneficially owned by the
Malibu Reporting Persons. On information and belief, the Malibu Reporting
Persons beneficially own 5,647,250 Shares, representing approximately 17.9% of
the outstanding Shares(the "Malibu Position").
Item 5. Interest in Securities of the Issuer.
A. Arrowgrass Capital Partners (US) LP
(a) As of the date hereof, ACP may be deemed the beneficial owner
of the 3,130,864 Shares held by AMF.
Percentage: Approximately 9.9% as of the date hereof.
The percentages used herein and in the rest of the
Schedule 13D are calculated based upon 31,625,000
Shares outstanding, which reflects the number of
Shares outstanding, as of April 7, 2010, as reported
in the Company's Form 6-F filed on April 8, 2010.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty
days on behalf of AMF, which were all in the open
market unless otherwise noted, are set forth in
Schedule B, and are incorporated herein by reference.
(d) No person other than the Reporting Persons is known
to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the
sale of, such shares of the Shares.
(e) Not applicable.
CUSIP No. Y62159101 13D Page 7 of 11 Pages
B. Arrowgrass Capital Services (US) Inc.
(a) As of the date hereof, ACS, as the General Partner
of ACP, may be deemed the beneficial owner of the
3,130,864 Shares held by AMF.
Percentage: Approximately 9.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty
days on behalf of AMF, which were all in the open
market unless otherwise noted, are set forth in
Schedule B, and are incorporated herein by
reference.
(d) No person other than the Reporting Persons is known
to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the
sale of, such shares of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Option Agreement, which is incorporated by reference to
Exhibit No. 2 to the Schedule 13D filed by the Malibu Reporting Persons on April
26, 2010, and for which the Malibu Reporting Persons are requesting Confidential
Treatment with respect to certain provisions thereof, and the Joint Filing
Agreement attached as Exhibit 2 hereto, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
CUSIP No. Y62159101 13D Page 8 of 11 Pages
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Option Agreement dated April 14, 2010 by and among the parties named
on the signature pages thereto (incorporated by reference to Exhibit No. 2 to
the Schedule 13D filed by the Malibu Reporting Persons on April 26, 2010).
Exhibit 2: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
CUSIP No. Y62159101 13D Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: April 26, 2010
ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC.
By: Arrowgrass Capital Services (US) By: /s/ Sean Flynn
Inc., its General Partner ------------------
Name: Sean Flynn
By: /s/ Sean Flynn Title Director
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Name: Sean Flynn
Title Director
CUSIP No. Y62159101 13D Page 10 of 11 Pages
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal
occupation and citizenship of each director and executive officer of the
applicable Reporting Persons (the "Instruction C Persons"). To the best of the
Reporting Persons' knowledge, (i) none of the Instruction C Persons during the
last five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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 and (ii) none of the Instruction C Persons owns any Shares or is party
to any contract or agreement as would require disclosure in this Schedule 13D.
ARROWGRASS CAPITAL SERVICES (US) INC.
Sean Flynn serves as director of ACS. His business address is PO Box 242, Grand
Cayman, KY1-1104 Cayman Islands. His principal occupation is serving as Director
- HF Fund Services Ltd, at PO Box 242, Grand Cayman, KY1-1104 Cayman Islands.
Mr. Flynn is a citizen of Ireland.
CUSIP No. Y62159101 13D Page 11 of 11 Pages
Schedule B
OPTIONS
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)
---- ---------------- --------- ------ -------------------
*4/14/2010 Sale of Call Option 3,130,864 **
* Private party negotiation between the Reporting Persons and Malibu. See Items
4 and 6 and Exhibit 1 for more details.
** On information and belief, the Malibu Reporting Persons are requesting
Confidential Treatment with respect to the price per share of the Option
Agreement.
EXHIBIT 2
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: April 26, 2010
ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC.
By: Arrowgrass Capital Services (US) By: /s/ Sean Flynn
Inc., its General Partner ------------------
Name: Sean Flynn
By: /s/ Sean Flynn Title Director
------------------
Name: Sean Flynn
Title Director