- Statement of Ownership (SC 13G)

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Blue Wolf Mongolia Holdings Corp.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G11962126
(CUSIP Number)
July 15, 2011
(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 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).

 

 

(Page 1 of 9 Pages)

 

 

 

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CUSIP No.  G11962126

13G

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1	NAMES OF REPORTING PERSONS Highbridge International LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 550,000 Ordinary Shares
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 550,000 Ordinary Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,000 Ordinary Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.47%
12	TYPE OF REPORTING PERSON** OO

 

 

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CUSIP No.  G11962126

13G

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1	NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 550,000 Ordinary Shares
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 550,000 Ordinary Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,000 Ordinary Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.47%
12	TYPE OF REPORTING PERSON** OO

 

 

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CUSIP No.  G11962126

13G

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1	NAMES OF REPORTING PERSONS Glenn Dubin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 550,000 Ordinary Shares
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 550,000 Ordinary Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,000 Ordinary Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.47%
12	TYPE OF REPORTING PERSON** IN

 

 

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CUSIP No.  G11962126

13G

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Item 1   .	NAME OF ISSUER.
(a)	Blue Wolf Mongolia Holdings Corp., a British Virgin Islands corporation (the “Company”)

(b) .	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	Two Sound View Drive
	Greenwich, Connecticut 06830

Item 2   (a) .	NAME OF PERSON FILING:
Item 2 (b) .	ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Item 2 (c) .	CITIZENSHIP:
	Highbridge International LLC c/o Harmonic Fund Services The Cayman Corporate Centre, 4th Floor 27 Hospital Road Grand Cayman, Cayman Islands, British West Indies Citizenship:  Cayman Islands, British West Indies
	Highbridge Capital Management, LLC 40 West 57th Street, 33rd Floor New York, New York  10019 Citizenship:  State of Delaware
	Glenn Dubin c/o Highbridge Capital Management, LLC 40 West 57th Street, 33rd Floor New York, New York 10019 Citizenship:  United States

Item 2 (d) .	TITLE OF CLASS OF SECURITIES:
	Ordinary Shares, no par value (“Ordinary Shares”)

Item 2 (e) .	CUSIP NUMBER:
	G11962126

 

 

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CUSIP No.  G11962126

13G

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Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), 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 in accordance with Rule 13d-1(b)(1)(ii)(E);
		(f)	¨	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
		(g)	¨	Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
		(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)	¨	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
		(j)	¨	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
		(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________________________

Item 4.

OWNERSHIP .

	(a)	Amount beneficially owned:
		As of the date hereof, Highbridge International LLC holds 550,000 Ordinary Shares and each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed the beneficial owner of 550,000 Ordinary Shares held by Highbridge International LLC.
		Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC.  Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Ordinary Shares owned by another Reporting Person.  In addition, each of Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial ownership of the Ordinary Shares held by Highbridge International LLC.

 

 

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CUSIP No.  G11962126

13G

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	(b)	Percent of class:
		The percentages used herein and in the rest of this Schedule 13G are calculated based upon 10,062,500 Ordinary Shares to be issued and outstanding after the completion of the offering described in the Company's Prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) on July 15, 2011, taking into account the full exercise of the over-allotment option by the underwriters on July 19, 2011, as reported on the Company's current report on Form 8-K, filed with the SEC on June 20, 2011.  Therefore, as of the date hereof, based on the Company's outstanding Ordinary Shares, Highbridge International LLC may be deemed to beneficially own 5.47% of the outstanding Ordinary Shares of the Company, and each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own 5.47% of the outstanding Ordinary Shares of the Company held by Highbridge International LLC.

	(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote:  0
			(ii)	Shared power to vote or direct the vote:  See Item 4(a)
			(iii)	Sole power to dispose or direct the disposition:  0
			(iv)	Shared power to dispose or direct the disposition of:  See Item 4(a)

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	Not applicable.

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
	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	See Exhibit I.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.

Item 10.	CERTIFICATION.
		By signing below each of the undersigned certifies that, to the best of 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.
Exhibits:
		Exhibit I: Joint Filing Agreement, dated as of July 25, 2011, by and among Highbridge International LLC, Highbridge Capital Management, LLC and Glenn Dubin.

 

 

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CUSIP No.  G11962126

13G

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SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated:  July 25, 2011

HIGHBRIDGE INTERNATIONAL LLC			HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:	Highbridge Capital Management, LLC		By:	/s/ John Oliva
	its Trading Manager			Name: John Oliva
				Title: Managing Director
By:	/s/ John Oliva
Name: John Oliva
Title: Managing Director

/s/ Glenn Dubin
GLENN DUBIN

 

 

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CUSIP No.  G11962126

13G

Page 9 of 9 Pages

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares, no par value, of Blue Wolf Mongolia Holdings Corp., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of July 25, 2011

 

HIGHBRIDGE INTERNATIONAL LLC			HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:	Highbridge Capital Management, LLC		By:	/s/ John Oliva
	its Trading Manager			Name: John Oliva
				Title: Managing Director
By:	/s/ John Oliva
Name: John Oliva
Title: Managing Director

/s/ Glenn Dubin
GLENN DUBIN