UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
Jensyn Acquisition Corp. |
(Name of Issuer) |
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
47632B102 |
(CUSIP Number) |
March 3, 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:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 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).
CUSIP NO. 47632B102
| 1 | NAME OF REPORTING PERSON NEW DIMENSIONS TRADING LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 450,000 | |
| 6 | SHARED VOTING POWER - 0 - | ||
| 7 | SOLE DISPOSITIVE POWER 450,000 | ||
| 8 | SHARED DISPOSITIVE POWER - 0 - | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,000 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
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CUSIP NO. 47632B102
| Item 1(a). | Name of Issuer: |
Jensyn Acquisition Corp., a Delaware corporation (the “Issuer”)
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
800 West Main Street
Freehold, New Jersey 07728
| Item 2(a). | Name of Person Filing: |
| This statement is filed by New Dimensions Trading Ltd. (the “Reporting Person”) with respect to shares of the Issuer’s Common Stock, par value $0.0001 per share (the “Shares”) directly owned by the Reporting Person. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal business address of the Reporting Person is c/o The Wolfson Group, One State Street Plaza, 29th Floor, New York, New York 10004.
| Item 2(c). | Citizenship: |
| The Reporting Person is a company organized under the laws of the Cayman Islands. |
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| Item 2(e). | CUSIP Number: |
47632B102
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| /x/ | Not applicable. |
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
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CUSIP NO. 47632B102
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
| Item 4. | Ownership |
As of March 14, 2016:
| (a) | Amount beneficially owned: |
| 450,000 Shares |
| (b) | Percent of class: |
| 8.7% (based upon 5,169,500 Shares outstanding, which is the total number of Shares reported as outstanding (excluding the shares underlying the over-allotment option) following the offering described in the Issuer’s Prospectus on Form 424B4, filed with the Securities and Exchange Commission on March 4, 2016). |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| 450,000 Shares |
| (ii) | Shared power to vote or to direct the vote |
| 0 Shares |
| (iii) | Sole power to dispose or to direct the disposition of |
| 450,000 Shares |
| (iv) | Shared power to dispose or to direct the disposition of |
| 0 Shares |
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. The Reporting Person specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
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CUSIP NO. 47632B102
| 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 That 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. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below each of the undersigned 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. 47632B102
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 14, 2016
| NEW DIMENSIONS TRADING LTD. | ||
| By: | /s/ Chana Edelstein | |
| Name: | Chana Edelstein | |
| Title: | Director | |
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