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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Cazador Acquisition Corporation Ltd.
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(Name of Issuer)
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Units
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(Title of Class of Securities)
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G19867111
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(CUSIP Number)
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December 31, 2011
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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 13G/A 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 7 Pages)
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CUSIP No. G19867111
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13G/A
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON
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
560,000 Units
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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
560,000 Units
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,000 Units
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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)
9.7%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. G19867111
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13G/A
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSON
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
560,000 Units
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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
560,000 Units
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,000 Units
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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)
9.7%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G19867111
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13G/A
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Page 4 of 7 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 Cazador Acquisition Corporation Ltd. (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 c/o Arco Capital Management LLC, 7 Sheinovo Street, 1504 Sofia, Bulgaria.
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Item 2 (a).
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NAME OF PERSON FILING
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This statement is filed by:
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(i)
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North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Units (defined in item 2(d) below) reported in this Schedule 13G/A directly held by it; and
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(ii)
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Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws on Ontario, Canada, with respect to the Units reported in this Schedule 13G/A directly held by North Pole.
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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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Units
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Item 2(e).
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CUSIP NUMBER
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G19867111
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CUSIP No. G19867111
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13G/A
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Page 5 of 7 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 5,750,000 Units reported to be outstanding as of December 31, 2010, as reported in the Form 20-F filed by the Company on June 29, 2011.
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A.
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Polar Securities
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(a)
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Amount beneficially owned: 560,000
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(b)
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Percent of class: 9.7%
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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: 560,000 Shares
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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: 560,000 Shares
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CUSIP No. G19867111
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13G/A
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Page 6 of 7 Pages
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B.
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North Pole
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(a)
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Amount beneficially owned: 560,000
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(b)
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Percent of class: 9.7%
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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: 560,000 Shares
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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: 560,000 Shares
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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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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. G19867111
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13G/A
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Page 7 of 7 Pages
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DATED: February 14, 2012
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Polar Securities Inc.
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/s/ Paul Sabourin
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___________________________________
Paul Sabourin
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Chief Investment Officer
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North Pole Capital Master Fund
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By: Polar Securities Inc.
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/s/ Paul Sabourin
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___________________________________
Paul Sabourin
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Chief Investment Officer
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