UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No __)
Camden
Learning Corporation
(Name
of
Issuer)
Common
Stock, par value $0.0001 per share
(Title
of
Class of Securities)
132863
127
(CUSIP
Number)
December
5, 2007
(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)
CUSIP
No.
132863
127
Platinum
Partners Value Arbitrage Fund LP
(a) o
(b)
o
Cayman
Islands
Number
of
Shares
|
|
Beneficially
Owned
by
|
|
Each
Reporting
|
|
Person
With
|
|
500,000
shares of common stock
500,000
common stock purchase warrants. Each warrant will become exercisable on the
later of the Issuer’s completion of a business combination or November 29, 2008,
and will expire on November 29, 2011, or earlier upon
redemption.
6.40%
Item
1.
(b)
Address of Issuer's Principal Executive Offices.
500
East Pratt Street, Suite 1200
Baltimore,
MD 21202
Item
2.
(b)
Address or Principal Business Office or, if none, Residence.
152
West 57th
Street, 54th
Floor
New
York, NY 10019
Cayman
Islands
(d)
Title
of Class of Securities.
Common
Stock, par value $0.0001 per share
(e)
CUSIP
No.
132863
127
Item
3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check
whether the person filing is a:
(a)
Amount Beneficially Owned:
500,000
shares of common stock; and
500,000
common stock purchase warrants. Each warrant will become exercisable on the
later of the Issuer’s completion of a business combination or November 29, 2008,
and will expire on November 29, 2011, or earlier upon
redemption.
(b)
Percent of class: 6.40%
(c)
Number of shares as to which such person has:
|
(i) |
Sole
power to vote or to direct the vote: 500,000
|
|
(ii) |
Shared
power to vote or to direct the vote: 0
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: 500,000
|
|
(iv) |
Shared
power to dispose or to direct the disposition of: 0
|
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 5 percent
of
the class of securities, check the following o.
If
any
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities,
a
statement to that effect should be included in response to this item and, if
such interest relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required. N/A
If
a
parent holding company or control person has filed this schedule, pursuant
to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. N/A
If
a
group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group. N/A
Notice
of
dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. N/A
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 that purpose 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.
Dated:
December 5, 2007
PLATINUM
PARTNERS VALUE ARBITRAGE FUND LP
by
its
General Partner
Platinum
Management, Inc.
|
/s/
MARK NORDLICHT
|
Name:
Mark Nordlicht
|
|