Amended Annual Report (10-k/a)

Date : 04/24/2019 @ 4:33PM
Source : Edgar (US Regulatory)
Stock : Flatworld Acquisition Corp (PN) (FWLAF)
Quote : 0.06  0.0 (0.00%) @ 5:02PM

Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K/A

(Amendment No. 1)

 

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For The fiscal year ended December 31, 2018

or


q

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                                              to                                          

 

Commission file number: 000-54173

 

FLATWORLD ACQUISITION CORP.

  (Exact name of registrant as specified in its charter)

 

British Virgin Island

98-0666872

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

Palm Grove House, Road Town

 

Tortola, British Virgin Islands


VG1110

(Address of principal executive offices)

(Zip Code)


+1 (284) 545 6127

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:   None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each Class

Ordinary Shares, no par value per share


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   q    No   þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  q   No   þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   þ   No   q



1



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   þ   No q

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   q

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   q

 

Accelerated filer   q

 

Non-accelerated filer   q

 

Smaller reporting company  þ

 

Emerging growth company   q

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      q .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   þ     No   q .

The aggregate market value of the outstanding ordinary shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Registrant’s Ordinary shares on June 30, 2018, as reported on the OTC Bulletin Board, was approximately $159,431.

As of April 24, 2019, there were 2,869,375 ordinary shares, no par value per share, of the registrant outstanding.



 

 



2



EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to FlatWorld Acquisition Corp.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2019, is to furnish the Interactive Data File as Exhibit 101 to the Annual Report on Form 10-K  in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements from the Annual Report on Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Annual Report on Form 10-K. This Amendment No. 1 to the Annual Report on Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Annual Report on Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.




3








4



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

(1) Exhibits

 

 

 

Exhibit No.

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated December 9, 2010, by and between FlatWorld Acquisition Corp. and Rodman & Renshaw, LLC, as representative of the underwriters (1)

2.1

 

Agreement and Plan of Reorganization, by and among FlatWorld Acquisition Corp., FTWA Orchid Merger Sub LLC, FWAC Holdings Limited, Orchid Island Capital, Inc.,

Bimini Capital Management, Inc. and Bimini Advisors, LLC dated July 26, 2012 (4)

3.1

 

Ninth Amended and Restated Memorandum and Articles of Association (5)

4.1

 

Warrant Agreement dated December 9, 2010 by and between Continental Stock Transfer & Trust Company and the Registrant (2)

4.2

 

Unit Purchase Option dated December 9, 2010 between the Company and Rodman & Renshaw LLC (2)

10.1

 

Investment Management Trust Account Agreement dated December 9, 2010, by and between Continental Stock Transfer & Trust Company and the Registrant (2)

10.2

 

Registration Rights Agreement dated December 9, 2010 by and between the Registrant and FWAC Holdings Limited (2)

10.3

 

Letter Agreement dated December 9, 2010 by and between the Registrant and FWAC Holdings Limited (2)

10.4

 

Amendment No. 4 to the Insider Warrants Subscription Agreement dated December 9, 2010 by and between the Registrant and FWAC Holdings Limited (2)

10.5

 

Amendment No. 3 to the Securities Purchase Agreement dated December 9, 2010 by and between the registrant and FWAC Holdings Limited (2)

10.6

 

Administrative Services Agreement dated December 9, 2010 by and between the Company and FWC Management Services Ltd (2)

10.7

 

Right of First Refusal Agreement by and between the Company and FlatWorld Capital LLC (2)

10.8

 

FWAC Holdings Share Repurchase Agreement between FlatWorld Acquisition Corp. and FWAC Holdings Limited dated July 26, 2012 (4)

10.9

 

Letter Agreement dated July 24, 2012 by and between FlatWorld Acquisition Corp.,  Rodman & Renshaw, LLC, EarlyBirdCapital, Inc. and Ladenburg Thalmann & Co. (4)

11.1

 

Code of Business and Ethics (3)



5






16.1

 

Letter from Rothstein Kass to the Securities and Exchange Commission dated, March 27, 2013. (6)

31.1

 

Certification of Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

 

Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)*

99.1

 

Press Release dated December 21, 2012 (5)

99.2

 

Amendment to Administrative Services Agreement dated December 21, 2012 (5)

99.3

 

Assignment Agreement to the Administrative Services Agreement dated December 31, 2013 (7)

101.INS

 

XBRL Instance Document**

101.SCH

 

XBRL Taxonomy Extension Schema Document**

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document**

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document**

  

(1) Incorporated by reference to the registrant’s current report on Form 6-K/A filed on December 22, 2010.

(2) Incorporated by reference to the registrant’s current report on Form 6-K filed on December 15, 2010

(3) Incorporated by reference to the registrant’s registration statement on Form F-1 filed on October 12, 2010.

(4) Incorporated by reference to the registrant’s current report on Form 6-K filed on July 30, 2012.

(5) Incorporated by reference to the registrant’s current report on Form 6-K filed on December 21, 2012.

(6) Incorporated by reference to the registrant’s current report on Form 8-K filed on March 28, 2013.

(7) Incorporated by reference to the registrant’s annual report on Form 10-K filed on March 21, 2014.

(*)  Filed herewith

(**) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




6





SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

FLATWORLD ACQUISITION CORP.

 

 

 

April 24, 2019                                                          

By:

 

 

 

/s/ Jeffrey A. Valenty

 

 

Jeffrey A. Valenty

 

 

President and Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature

 

Title

 

Date

 

 

 

 

 

/s/ Raj K. Gupta

 

Chief Executive Officer, Secretary and Director

 

April 24, 2019

Raj K. Gupta

 

(principal executive officer)

 

 

 

 

 

 

 


/s/ Jeffrey A. Valenty

 

Chief Financial Officer, Office of the Chief Executive,

President, Treasurer and Director

 

April 24, 2019

Jeffrey A. Valenty

 

(principal financial and accounting officer)

 

 

 

 

 

 

 

/s/ Gilbert Lamphere

 

Chairman of the Board and Office of the Chief Executive

 

April 24, 2019

Gilbert Lamphere

 

 

 

 

 

 

 

 

 

/s/ Shri Krishan Gupta

 

Assistant Secretary and Director

 

April 24, 2019

Shri Krishan Gupta

  

 

  

 













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