SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
24HOLDINGS INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
90131T208
(CUSIP Number)
Scott Black
General Counsel and Chief Compliance Officer
Hudson Bay Capital Management LP
777 Third Ave., 30th Floor
New York, NY 10017
(646) 825-2155
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 25, 2013
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
(Page 1 of 7 Pages)
______________________________
* 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
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)
CUSIP No.
90131T208
SCHEDULE 13D
Page 2 of 7 Pages
1. Names of Reporting Person
Hudson Bay Capital Management LP
2. Check the Appropriate Box if a Member of a Group
(a) ........................................................................
(b) ........................................................................
3. SEC Use Only ............................................................
4. Source of Funds (See item 3).......AF....................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization .....Delaware............
Number of 7. Sole Voting Power................................
Shares
Beneficially 8. Shared Voting Power.....693,558......................
Owned by
Each 9. Sole Dispositive Power ............................
Reporting
Person 10. Shared Dispositive Power ...693,558................
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person . 693,558..
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares......
13. Percent of Class Represented by Amount in Row (11) .........33.5%......
14. Type of Reporting Person .......PN...................................
CUSIP No.90131T208
SCHEDULE 13D
Page 3 of 7 Pages
1. Names of Reporting Persons.
Sander Gerber
2. Check the Appropriate Box if a Member of a Group
(a) .......................................................................
(b) .......................................................................
3. SEC Use Only ...........................................................
4. Source of Funds (See item 3).......AF..................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
.......... United States..............................................
Number of 7. Sole Voting Power....................................
Shares
Beneficially 8. Shared Voting Power.....693,558......................
Owned by
Each 9. Sole Dispositive Power ............................
Reporting
Person 10. Shared Dispositive Power ...693,558................
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person . 693,558.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares......
13. Percent of Class Represented by Amount in Row (11) .........33.5%......
14. Type of Reporting Person.......IN......................................
CUSIP No. 90131T208
SCHEDULE 13D
Page 4 of 7 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.001 per
share (the 'Shares') of 24Holdings Inc., a Delaware corporation, whose
principal executive offices are located at 133 Summit Avenue, Suite 22,
Summit, New Jersey 07901 (the 'Issuer').
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Hudson Bay Capital Management LP (the
'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'). Each of the
foregoing is referred to as a 'Reporting Person' and collectively as the
'Reporting Persons.' The Investment Manager, which serves as the
investment manager to Hudson Bay Master Fund Ltd. (the 'HB Fund'), in whose
names the reported securities are held, may be deemed to be the beneficial
owner of all shares of Common Stock held by the HB Fund. Mr. Gerber serves
as the managing member of Hudson Bay Capital GP LLC, which is the general
partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership
of these securities. 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 principal business address of the Reporting Persons is 777 Third
Avenue, 30th Floor, New York, New York 10017.
(c) The principal business of the Reporting Persons is investment and/or
investment management.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been 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) The Investment Manager is a limited partnership organized under the
laws of the State of Delaware. Mr. Gerber is a citizen of the United States of
America.
CUSIP No. 90131T208
SCHEDULE 13D
Page 5 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Funds for the purchase of the Shares reported herein were derived from the
working capital of the HB Fund. A total of $135,000 was paid to acquire such
Shares.
Item 4. Purpose of Transaction.
The Issuer is a public shell company. The Shares were acquired by the HB
Fund to acquire a controlling equity interest in the Issuer in contemplation
of the Issuer acquiring, in the future by merger or other form of transaction,
a company with a viable operating business. The Reporting Persons may from
time to time identify
potential operating businesses for the Issuer's consideration as a merger or
transactional candidate.
The Reporting Persons may in the future take such actions as they deem
necessary to effect the foregoing. Such actions may include, without
limitation: communicating with management, the board of directors of the
Issuer (the 'Board'), other investors, industry participants and other
relevant parties about one or more of the items described in subparagraphs
(a)-(j) of Item 4 of Schedule 13D.
There can be no assurance as to the outcome of any of the discussions
or actions referred to in this Schedule 13D. The Reporting Persons intend
to review their investments in the Issuer on a continuing basis and may,
from time to time and at any time, purchase additional securities of the
Issuer, dispose of any or all of their investment in the Issuer, enter into
financial instruments or other agreements relating to their investment, engage
in hedging or similar transactions with respect to such holdings and/or
otherwise change their intention with respect to any and all matters referred
to herein.
CUSIP No. 90131T208
SCHEDULE 13D
Page 6 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) See rows (11) and (13) of the cover pages to this Schedule 13D
for the aggregate number of Shares and percentages of the Shares beneficially
owned by each of the Reporting Persons. The percentages reported in this
Schedule 13D are calculated based upon 2,071,644 Shares represented by the
Issuer to be outstanding as of May 9, 2013.
(b) See rows (7) through (10) of the cover pages to this Schedule
13D for the number of Shares as to which each Reporting Person has the sole
or shared power to vote or direct the vote and sole or shared power to
dispose or to direct the disposition.
(c) On April 25, 2013, the United States Bankruptcy Court for the
Southern District of New York approved the sale of 349,348 Shares from the
Chapter 7 Trustee of the Estates of Rodman & Renshaw, LLC, Direct Markets,
Inc., and Direct Markets Holdings, Corp. to the HB Fund at an aggregate
purchase price of $68,000, or $0.194648 per Share, in Chapter 7 bankruptcy
proceedings pending in the United States Bankruptcy Court for the Southern
District of New York (Cases No. 13-10087, 13-10088 and 13-10089).
On May 9, 2013, the Reporting Persons purchased 344,210 Shares of
the Issuer at an aggregate purchase price of $67,000, or $0.1946488 per
Share, from the Issuer in a private placement transaction. (the
'Private Placement Purchase').
(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, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The HB Fund entered into a Subscription Agreement in connection with the
Private Placement Purchase. The terms of the Private Placement Purchase are
disclosed in the Subscription Agreement attached hereto as Exhibit 1 and is
incorporated herein by reference.
Other than as described in this Item 6 and the Joint Filing Agreement
attached as Exhibit 2 hereto, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the person
enumerated in Item 2 and any other person with respect to any securities of
the Issuer, including but not limited to, transfer or voting of any of the
Shares, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit No.
1. Subscription Agreement, dated as of May 9, 2013, by and among the
Issuer and the HB Fund.
2. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act
by and among the Investment Manager and Mr. Gerber, dated May 9, 2013.
CUSIP No. 90131T208
SCHEDULE 13D
Page 7 of 7 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 9, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By:
/s/ Sander Gerber
Name:
Sander Gerber
Title:
Authorized Signatory
/s/ Sander Gerber
Sander Gerber
EXHIBIT2
JOINT FILING AGREEMENT
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 herein and 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: May 9, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By:
/s/ Sander Gerber
Name:
Sander Gerber
Title:
Authorized Signatory
/s/ Sander Gerber
Sander Gerber