UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No __)*
Arpeggio Acquisition Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
042689109
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(CUSIP Number)
April 4, 2006
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(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.
CUSIP No. 042689109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Jack Silver
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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. Citizenship or Place of Organization
United States citizen
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Number of 5. Sole Voting Power 500,000
Shares -------------------------------------------------------
Beneficially 6. Shared Voting Power 0
Owned by -------------------------------------------------------
Each Reporting 7. Sole Dispositive Power 500,000
Person With -------------------------------------------------------
8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
500,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|_|
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11. Percent of Class Represented by Amount in Row (9)
6.0%
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12. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 042689109
Item 1.
(a) Name of Issuer:
Arpeggio Acquisition Corporation
(b) Address of Issuer's Principal Executive Offices:
10 East 53rd Street
35th Floor
New York, NY 10022
Item 2.
(a) Name of Person Filing:
Jack Silver
(b) Address of Principal Business Office or, if none, Residence:
SIAR Capital LLC
660 Madison Avenue
New York, NY 10021
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
042689109
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
CUSIP No. 042689109
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan or endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(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 of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) - (c)
Jack Silver beneficially owns 500,000 shares of Common Stock of Arpeggio
Acquisition Corporation (the "Company") representing 6.0% of the
outstanding Common Stock. Such shares of Common Stock beneficially
owned by Mr. Silver include (a) 491,000 shares of Common Stock held by
Sherleigh Associates Inc. Profit Sharing Plan ("Sherleigh Profit"), a
trust of which Mr. Silver is the trustee, and (b) 9,000 shares of Common
Stock held by Sherleigh Associates Inc. Defined Benefit Pension Plan
("Sherleigh Defined"), a trust of which Mr. Silver is the trustee, but
excludes (x) 586,400 shares of Common Stock issuable upon the exercise
of Warrants held by Sherleigh Profit, and (y) 227,664 shares of Common
Stock issuable upon the exercise of Warrants held by Sherleigh Defined,
which Warrants cannot be exercised until the completion of a business
combination.
Mr. Silver has the sole voting and dispositive power with respect to all
the shares of Common Stock beneficially owned by him.
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.
CUSIP No. 042689109
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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my 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 such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 12, 2006
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Date
/s/ Jack Silver
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Signature
Jack Silver
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Name/Title