AXG Atlas Acquistion Hldg Corp

CUSIP No. 049162100 13D Page 2 of 11 Pages
-------------------------------------------------------------------------------
 (1) NAME OF REPORTING PERSONS

 Arrowgrass Capital Partners (US) LP
-------------------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions)
 (a) [ ]
 (b) [ ]
-------------------------------------------------------------------------------
 (3) SEC USE ONLY

-------------------------------------------------------------------------------
 (4) SOURCE OF FUNDS (see instructions)
 OO
-------------------------------------------------------------------------------
 (5) CHECK BOX 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
 -0-
SHARES ______________________________________________________________

BENEFICIALLY (8) SHARED VOTING POWER
 2,350,150 shares of Common Stock
OWNED BY ______________________________________________________________

EACH (9) SOLE DISPOSITIVE POWER
 -0-
REPORTING ______________________________________________________________

PERSON WITH (10) SHARED DISPOSITIVE POWER
 2,350,150 shares of Common Stock
-------------------------------------------------------------------------------
 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 2,350,150 shares of Common Stock
-------------------------------------------------------------------------------
 (12) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
-------------------------------------------------------------------------------
 (13) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (11)
 9.4%
-------------------------------------------------------------------------------
 (14) TYPE OF REPORTING PERSON (see instructions)
 PN
-------------------------------------------------------------------------------

CUSIP No. 049162100 13D Page 3 of 11 Pages
-------------------------------------------------------------------------------
 (1) NAME OF REPORTING PERSONS

 Arrowgrass Capital Services (US) Inc.
-------------------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions)
 (a) [ ]
 (b) [ ]
-------------------------------------------------------------------------------
 (3) SEC USE ONLY

-------------------------------------------------------------------------------
 (4) SOURCE OF FUNDS (see instructions)
 OO
-------------------------------------------------------------------------------
 (5) CHECK BOX 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
 -0-
SHARES ______________________________________________________________

BENEFICIALLY (8) SHARED VOTING POWER
 2,350,150 shares of Common Stock
OWNED BY ______________________________________________________________

EACH (9) SOLE DISPOSITIVE POWER
 -0-
REPORTING ______________________________________________________________

PERSON WITH (10) SHARED DISPOSITIVE POWER
 2,350,150 shares of Common Stock
-------------------------------------------------------------------------------
 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 2,350,150 shares of Common Stock

-------------------------------------------------------------------------------
 (12) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
-------------------------------------------------------------------------------
 (13) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (11)
 9.4%
-------------------------------------------------------------------------------
 (14) TYPE OF REPORTING PERSON (see instructions)
 CO
-------------------------------------------------------------------------------

CUSIP No. 049162100 13D Page 4 of 11 Pages


Item 1. Security and Issuer.

 This statement relates to the Common Stock, par value $0.001 per share
(the "Shares"), of Atlas Acquisition Holdings Corp., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at c/o
Hauslein & Company, Inc., 11450 SE Dixie Highway, Ste 106, Hobe Sound, Florida
33455.

Item 2. Identity and Background.

 (a) This Statement is filed by:

 (i) Arrowgrass Capital Partners (US) LP ("ACP"), with respect to the
Shares directly held by Arrowgrass Master Fund Ltd., a Cayman Islands exempted
company ("AMF"). ACP serves as the investment manager of AMF, and

 (ii) Arrowgrass Capital Services (US) Inc. ("ACS"), which is the
General Partner of ACP, with respect to the Shares beneficially owned by ACP.

The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." 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 address of the principal business and principal office of ACP and
ACS is 245 Park Avenue, 39th Floor, New York, New York 10167.

 (c) The principal business of each of the Reporting Persons is the
management of investment funds and activities related thereto.

 (d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

 (e) None of the Reporting Persons has, during the last five years, been a
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) ACP is a Delaware limited partnership. ACS is a Delaware corporation.

Schedule A attached hereto sets forth the information required by Instruction C
of the instructions to Schedule 13D.

CUSIP No. 049162100 13D Page 5 of 11 Pages
-------------------------------------------------------------------------------


Item 3. Source and Amount of Funds and Other Consideration.

The Shares purchased by AMF was acquired with working capital in open market
transactions at an aggregate cost (excluding commissions, if any) of
approximately $22,771,039.

Item 4. Purpose of the Transaction.

 The Shares reported herein by the Reporting Persons were acquired for
investment purposes in the ordinary course of business.

 The Company was organized for the purpose of acquiring, through a
merger, capital stock, exchange, asset acquisition or other similar business
combination, an operating business (a "Business Combination"). The Company
consummated an initial public offering in January 2008 in connection with which
it raised gross proceeds of approximately $200 million, a significant portion of
which was placed in a trust account pending the consummation of a Business
Combination on or prior to February 16, 2010. Pursuant to certain provisions in
the Company's certificate of incorporation, as amended, a holder of Shares of
the Company issued in the Company's initial public offering may, if it votes
against the Business Combination, demand that the Company redeem its Shares into
cash (the "Redemption Rights"). A Business Combination will not be consummated
if the holders of more than 30% of the Shares vote against the Business
Combination and request Redemption Rights. On January 26, 2010, the Company
distributed a proxy statement for a vote of its stockholders (the "Vote") on a
proposed Business Combination (the "Proposed Business Combination").

 Prior to the Vote, the Reporting Persons have entered into
discussions, and may continue to discuss with other holders of the Shares,
regarding the sale of the Shares of AMF reported herein, granting a proxy with
respect to the Shares of AMF reported herein or any similar transaction
including, without limitation, entering into option agreements with respect to
the Shares of AMF reported herein, which option agreement may grant to the
counterparty an option to purchase from AMF all (or less than all) of the Shares
of AMF reported herein and in which AMF may agree to vote its Shares either for
or against the Proposed Business Combination.

 Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, the Reporting Persons have no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis. Depending on
various factors including, without limitation, the Issuer's financial position
and strategic direction, actions taken by the board of directors, price levels
of the Shares, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional Shares or selling some or all of their
Shares, and, alone or with others, pursuing discussions with the management, the
board of directors, other shareholders of the Issuer and third parties with
regard to its investment in

CUSIP No. 049162100 13D Page 6 of 11 Pages
-------------------------------------------------------------------------------


the Issuer, and/or otherwise changing their intention with respect to any and
all matters referred to in Item 4 of Schedule 13D.


 Item 5. Interest in Securities of the Issuer.

 A. Arrowgrass Capital Partners (US) LP

 (a) As of the date hereof, ACP may be deemed the beneficial owner
 of the 2,350,150 Shares held by AMF.

 Percentage: Approximately 9.4% as of the date hereof.
 The percentages used herein and in the rest of the
 Schedule 13D are calculated based upon 25,000,000
 Shares outstanding, which reflects the number of
 Shares outstanding, as of January 15, 2010, as
 reported in the Company's Schedule 14A filed on
 January 26, 2010.

 (b) 1. Sole power to vote or direct vote: 0
 2. Shared power to vote or direct vote: See item (a) above.
 3. Sole power to dispose or direct the disposition: 0
 4. Shared power to dispose or direct the disposition:
 See item (a) above.

 (c) The transactions in the Shares within the last sixty
 days on behalf of AMF, which were all in the open
 market, are set forth in Schedule B, and are
 incorporated herein by reference.

 (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, such shares of the Shares.

 (e) Not applicable.

 B. Arrowgrass Capital Services (US) Inc.

 (a) As of the date hereof, ACS, as the General Partner
 of ACP, may be deemed the beneficial owner of the
 2,350,150 Shares held by AMF.

 Percentage: Approximately 9.4% as of the date hereof.

 (b) 1. Sole power to vote or direct vote: 0
 2. Shared power to vote or direct vote: See item (a) above.
 3. Sole power to dispose or direct the disposition: 0
 4. Shared power to dispose or direct the disposition:
 See item (a) above.

 (c) The transactions in the Shares within the last sixty
 days on behalf of AMF, which were all in the open
 market, are set forth in Schedule B, and are
 incorporated herein by reference.

CUSIP No. 049162100 13D Page 7 of 11 Pages
-------------------------------------------------------------------------------


 (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, such shares of the Shares.

 (e) Not applicable.


Item 6. Contracts, Arrangements, Understandings or
 Relationships with Respect to Securities of the Issuer.

 Other than the Joint Acquisition Statement attached as Exhibit 1
hereto, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof and between such
persons and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any other securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.


Item 7. Materials to be Filed as Exhibits.

 Exhibit 1: Joint Acquisition Statement as required by Rule 13d-1(k)(1)
under the Act.

CUSIP No. 049162100 13D Page 8 of 11 Pages
-------------------------------------------------------------------------------

 SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.


DATED: February 2, 2010

ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC.

By: Arrowgrass Capital Services (US) By: /s/ Sean Flynn
Inc., its General Partner ------------------------------------
 Name: Sean Flynn
 Title: Director
By: /s/ Sean Flynn
------------------------------
Name: Sean Flynn
Title: Director

CUSIP No. 049162100 13D Page 9 of 11 Pages


 Schedule A

 DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

 The following sets forth the name, position, address, principal
occupation and citizenship of each director and executive officer of the
applicable Reporting Persons (the "Instruction C Persons"). To the best of the
Reporting Persons' knowledge, (i) none of the Instruction C Persons during the
last five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a 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 and (ii) none of the Instruction C Persons owns any Shares or is party
to any contract or agreement as would require disclosure in this Schedule 13D.

ARROWGRASS CAPITAL SERVICES (US) INC.

Sean Flynn serves as director of ACS. His business address is PO Box 242, Grand
Cayman, KY1-1104 Cayman Islands. His principal occupation is serving as Director
- HF Fund Services Ltd, at PO Box 242, Grand Cayman, KY1-1104 Cayman Islands.
Mr. Flynn is a citizen of Ireland.

CUSIP No. 049162100 13D Page 10 of 11 Pages


 Schedule B


Date Transaction Type Number of Shares Price per Share ($)
---- ---------------- ---------------- -------------------
12/15/09 Purchase 209,000 9.96
12/16/09 Purchase 71,050 9.96
12/18/09 Purchase 125,000 9.96

CUSIP No. 049162100 13D Page 11 of 11 Pages


 EXHIBIT 2

 JOINT ACQUISITION STATEMENT
 PURSUANT TO RULE 13D-1(k)1


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 acquisition
statements. 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 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: February 2, 2010

ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC.

By: Arrowgrass Capital Services (US) By: /s/ Sean Flynn
Inc., its General Partner ------------------------------------
 Name: Sean Flynn
 Title: Director
By: /s/ Sean Flynn
------------------------------
Name: Sean Flynn
Title: Director