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| CIK | 1407437 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gerova Financial Group Ltd. - Unit
SEC Filings (Chronological Order)
이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.
| June 15, 2011 |
15F-12B 1 v22595215f12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission |
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| June 15, 2011 |
GEROVA Financial Group Files Form 15F to Deregister in the USA; Under the Securities Exchange Act of 1934 HAMILTON, BERMUDA-(Marketwire- 06/15/11) - Gerova Financial Group, Ltd. |
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| May 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-33916 GEROVA Financial Group, Ltd., NYSE (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Cumberland House, 5 |
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| February 16, 2011 |
Gerova announces that Dennis L. Pelino has withdrawn his name from consideration as Chairman and President HAMILTON, Bermuda, February 15, 2011 /PRNewswire-FirstCall/ On February 10, 2011, Gerova Financial Group, Ltd. ("Gerova") (NYSE:GFC), a diversified financial services company, announced that Dennis L. Pelino was appointed as President and Chairman of the board of directors and that he had agr |
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| February 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For February 15, 2011 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| February 10, 2011 |
Gerova Announces Board and Management Reorganization Gerova Announces Board and Management Reorganization HAMILTON, Bermuda, February 10, 2011 /PRNewswire-FirstCall/ - Gerova Financial Group, Ltd. |
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| February 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For February 10, 2011 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| December 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For December 10, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| December 10, 2010 |
Gerova Rescheduled Conference Call: Dial-in Information Exhibit 99.2 Gerova Rescheduled Conference Call: Dial-in Information HAMILTON, Bermuda, Dec. 10, 2010 /PRNewswire-FirstCall/ - Gerova Financial Group, Ltd. ("Gerova") (NYSE: GFC) today announced the dial-in information for the rescheduled Gerova Shareholder Conference Call on Monday, December 13, 2010, at 11:00 a.m. EST. The call, originally scheduled for today, was rescheduled due to technical di |
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| December 10, 2010 |
Gerova Shareholder Conference Call Rescheduled to Monday, Dec. 13 Exhibit 99.1 Gerova Shareholder Conference Call Rescheduled to Monday, Dec. 13 HAMILTON, Bermuda, Dec. 10, 2010 /PRNewswire-FirstCall/ - Gerova Financial Group, Ltd. ("Gerova") (NYSE: GFC) today announced that due to technical difficulties with the conference call service provider, the Gerova Shareholder Conference Call scheduled for this morning has been rescheduled to Monday, December 13, 2010, |
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| December 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For December 8, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| December 8, 2010 |
Gerova Announces Shareholder Conference Call Exhibit 99.1 Gerova Announces Shareholder Conference Call HAMILTON, Bermuda, Dec. 8, 2010 /PRNewswire-FirstCall/ - Gerova Financial Group, Ltd. ("Gerova") (NYSE: GFC) today announced that there will be a Gerova Shareholder Conference call on Friday, December 10th, 2010 at 10:00 a.m. EST. The sole purpose of the call is to review the events described in recent public releases. The toll-free dial-in |
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| December 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For December 7, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| December 7, 2010 |
GEROVA ANNOUNCES TWO MAJOR TRANSACTIONS Exhibit 99.1 GEROVA ANNOUNCES TWO MAJOR TRANSACTIONS Agrees to acquire London-based investment bank Seymour Pierce and New York-based Ticonderoga Securities; Gerova adopts name of Seymour Pierce Combination to fuel growth by linking Gerova’s capital base with Seymour Pierce and Ticonderoga’s investment banking, asset management and trading expertise HAMILTON, Bermuda and LONDON, Dec 7, 2010 /PRNew |
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| December 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For December 3, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| November 29, 2010 |
GEROVA FINANCIAL GROUP CLARIFIES EFFECT OF SHARE CONSOLIDATION ON WARRANTS AND UNITS EX-99.1 2 v204119ex99-1.htm GEROVA FINANCIAL GROUP CLARIFIES EFFECT OF SHARE CONSOLIDATION ON WARRANTS AND UNITS HAMILTON, BERMUDA, November 29, 2010 — On November 22, 2010 GEROVA Financial Group, Ltd. (NYSE: GFC) (“GEROVA”) announced that it consummated a share consolidation on the basis of one ordinary share for every five ordinary shares of the company. In response to recently raised questions |
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| November 29, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For November 29, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| November 22, 2010 |
Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM11 Bermuda (441) 292-7777 GEROVA Financial Group, Ltd. |
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| November 22, 2010 |
GEROVA Financial Announces 1-for-5 Share Consolidation GEROVA Financial Announces 1-for-5 Share Consolidation HAMILTON, BERMUDA, November 22, 2010 — GEROVA Financial Group, Ltd. |
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| November 22, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For November 22, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| November 19, 2010 |
November 18, 2010 Mr. Michael Hlavsa Chief Financial Officer GEROVA Financial Group, Ltd. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda Re: GEROVA Financial Group, Ltd. Forms 20-F and 20-F/A for Fiscal Year Ended December 31, 2009 Filed June 2, 2010 and June 16, 2010 Form 6-K for January 26, 2010 File No. 001-33916 Dear Mr. Hlavsa: We have completed our review of your filin |
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| October 12, 2010 |
Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM11 Bermuda (441) 292-7777 October 12, 2010 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| September 29, 2010 |
September 29, 2010 Mr. Michael Hlavsa Chief Financial Officer GEROVA Financial Group, Ltd. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda Re: GEROVA Financial Group, Ltd. Forms 20-F and 20-F/A for Fiscal Year Ended December 31, 2009 Filed June 2, 2010 and June 16, 2010 Form 6-K for January 26, 2010 File No. 001-33916 Dear Mr. Hlavsa: We have limited our review to only your f |
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| September 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For September 28, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate b |
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| September 13, 2010 |
OMB APPROVAL OMB Number: 3235-0080 Expires: January 31, 2012 Estimated average burden hours per response 1. |
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| September 7, 2010 |
GEROVA to List on the New York Stock Exchange GEROVA to List on the New York Stock Exchange Hamilton, Bermuda, September 7, 2010 – GEROVA Financial Group, Ltd. |
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| September 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For September 7, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by |
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| September 7, 2010 |
8-A12B 1 v1961048a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GEROVA FINANCIAL GROUP, LTD. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer |
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| September 1, 2010 |
GEROVA Shareholders Approve Redomiciliation to Bermuda Exhibit 99.1 GEROVA Shareholders Approve Redomiciliation to Bermuda Hamilton, Bermuda, September 1, 2010 – GEROVA Financial Group, Ltd. (“GEROVA”) (NYSE Amex: GFC), a specialty reinsurance holding company, announced that shareholders at the extraordinary general meeting (EGM) held on August 30, 2010, approved all of the resolutions considered, including the redomiciliation of the company from the |
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| September 1, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For August 30, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by c |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For August 16, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by c |
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| August 16, 2010 |
THIS PROXY STATEMENT REQUIRES YOUR IMMEDIATE ATTENTION Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM11 Bermuda (441) 292-7777 GEROVA Financial Group, Ltd. |
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| June 16, 2010 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 12.B CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Hlavsa, certify that: 1. I have reviewed this annual report on Form 20-F of GEROVA Financial Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u |
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| June 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For June 16, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by che |
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| June 16, 2010 |
Exhibit 13.B CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of GEROVA Financial Group, Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Hlavsa, Chief Financial Officer (P |
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| June 16, 2010 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 12.A CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph J. Bianco, certify that: 1. I have reviewed this annual report on Form 20-F of GEROVA Financial Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
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| June 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| June 16, 2010 |
GEROVA Financial Group, Ltd. Updates and Clarifies Warrant Terms Exhibit 99.1 GEROVA Financial Group, Ltd. Updates and Clarifies Warrant Terms HAMILTON, Bermuda, June 16 /PRNewswire-FirstCall/ - GEROVA Financial Group, Ltd. ("GEROVA") (NYSE Amex: GFC), an international reinsurance company, is clarifying certain of the terms of its 35.4 million outstanding new warrants that have been previously exchanged for 17.7 million of its old warrants. As announced in the |
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| June 16, 2010 |
Exhibit 13.A CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of GEROVA Financial Group, Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph J. Bianco, Chief Executive Officer |
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| June 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GEROVA FINANCIAL GROUP, LTD. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Ident |
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| June 2, 2010 |
GEROVA Announces Warrant Amendments Exhibit 4.2 GEROVA Announces Warrant Amendments Hamilton, Bermuda, June 2, 2010 – GEROVA Financial Group, Ltd. (“GEROVA”) (NYSE Amex: GFC), an international reinsurance company, announced today that its Board of Directors has approved an amendment to the terms of the Company’s January 16, 2008 Warrant Agreement covering a total of 17.7 million warrants, including 11.5 million publicly traded warra |
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| June 2, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| June 2, 2010 |
Exhibit 10.36 CONTRIBUTION AGREEMENT between Affiliates of GEROVA FINANCIAL GROUP, LTD. and PLANET 5 DEVELOPMENT GROUP, LLC Dated: May 26, 2010 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT is made and entered into this 26th day of May, 2010 by and among: (1) GEROVA FINANCIAL GROUP, LTD., a Cayman Island corporation (“Gerova”); (2) PLANET 5 DEVELOPMENT GROUP, LLC (collectively, “Planet 5”); a |
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| June 2, 2010 |
Exhibit 10.34 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of April 1, 2010 (the “Effective Date”), by and between LOU E. HENSLEY, a resident of North Carolina (the “Executive”) and GEROVA Financial Group, Ltd., a Cayman Islands corporation (the “Company”). RECITALS: WHEREAS, the Company is in the business of providing diversified financial service |
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| June 2, 2010 |
Exhibit 13.A CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of GEROVA Financial Group, Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. Gary T. Hirst, President (Principal Ex |
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| June 2, 2010 |
Exhibit 13.B CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of GEROVA Financial Group, Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Hlavsa, Chief Financial Officer (P |
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| June 2, 2010 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 12.B CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Hlavsa, certify that: 1. I have reviewed this annual report on Form 20-F of GEROVA Financial Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u |
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| June 2, 2010 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 12.A CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Gary T. Hirst, certify that: 1. I have reviewed this annual report on Form 20-F of GEROVA Financial Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance |
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| June 2, 2010 |
OPERATING AGREEMENT NET FIVE HOLDINGS, LLC TABLE OF CONTENTS Exhibit 10.35 OPERATING AGREEMENT OF NET FIVE HOLDINGS, LLC TABLE OF CONTENTS Page ARTICLE I GENERAL PROVISIONS 2 Section 1.1 Registered Office 2 Section 1.2 Other Offices 2 Section 1.3 Effective Date; Purpose; Nature of Business Permitted; Powers 2 Section 1.4 Limited Liability of Members 2 Section 1.5 Tax Classification; No State Law Partnership 3 Section 1.6 Definitions 3 Section 1.7 Certificat |
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| June 2, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For May 28, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive Offices) Indicate by chec |
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| June 2, 2010 |
AMENDMENT NO. 1 TO WARRANT AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of May 25, 2010, by and among GEROVA Financial Group, Ltd. (formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands exempted company, with offices at Cumberland House, 5th Floor, 1 Victoria Street, Hamilton, HM 11, Bermuda (the “Company”), and Continental Stock Transfer |
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| May 20, 2010 |
GEROVA Announces New Headquarters Offices in Bermuda Exhibit 99.1 GEROVA Announces New Headquarters Offices in Bermuda Hamilton, Bermuda, May 20, 2010 – GEROVA Financial Group, Ltd. (“GEROVA”) (NYSE Amex: GFC), an international reinsurance company, announced today it has established new headquarters for its insurance operations in Hamilton, Bermuda. The new offices are the global headquarters for GEROVA Holdings, Ltd., and for its insurance subsidia |
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| May 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For May 20, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. c/o GEROVA Holdings, Ltd. Cumberland House, 5th Floor 1 Victoria Street Hamilton, HM 11 Bermuda (Address of Principal Executive |
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| May 14, 2010 |
GEROVA Financial Group Announces Results of Extraordinary General Meeting Exhibit 99.1 GEROVA Financial Group Announces Results of Extraordinary General Meeting George Town, Cayman Islands, May 12, 2010 – GEROVA Financial Group, Ltd. (“GEROVA”) (NYSE Amex: GFC), a specialty reinsurance company, announced that shareholders at today’s extraordinary general meeting (EGM) approved all of the resolutions considered. As a result of the shareholder decisions, all 742,250 exist |
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| May 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For May 12, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Metropolitan House 20 Brindley Road Manchester M16 9HQ United Kingdom 44 161 886 4764 (Address of Principal Executive Offices) |
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| May 14, 2010 | ||
| May 3, 2010 |
GEROVA Financial Group Announces Extraordinary General Meeting GEROVA Financial Group Announces Extraordinary General Meeting Manchester, United Kingdom, May 3, 2010 – GEROVA Financial Group, Ltd. |
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| May 3, 2010 |
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. EX-99.2 4 v183194ex99-2.htm THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Metropolitan House 20 Brindley Road Manchester M16 9HQ United Kingdom 44 161 886 4764 GEROVA Financial Group, Ltd. CIRCULAR TO SHAREHOLDERS 30 April 2010 A notice convening an extraordinary general meeting of GEROVA Financial Group, Ltd. (the “EGM”) to be held at the offices of Hodgson Russ LLP, 1540 Broa |
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| May 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For May 3, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Metropolitan House 20 Brindley Road Manchester M16 9HQ United Kingdom 44 161 886 4764 (Address of Principal Executive Offices) I |
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| May 3, 2010 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of April 23, 2010 by and among GEROVA Financial Group, Ltd. |
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| April 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For April 23, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Metropolitan House 20 Brindley Road Manchester M16 9HQ United Kingdom (Address of Principal Executive Offices) Indicate by ch |
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| April 23, 2010 |
GEROVA Financial Group Delisting Hearing Postponed by NYSE Amex Exhibit 99.1 GEROVA Financial Group Delisting Hearing Postponed by NYSE Amex Manchester, United Kingdom, April 23, 2010 – GEROVA Financial Group, Ltd. (NYSE Amex: GFC), a specialty reinsurance company, today announced that the NYSE Amex LLC (the “Exchange”) has postponed the delisting hearing originally scheduled for April 12, 2010, pending review and verification of information provided by the Co |
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| April 13, 2010 |
SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this “Agreement”) is made and entered into as of April 8, 2010 by and among Gerova Financial Group, Ltd. |
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| April 13, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 April 8, 2010 Commission File Number 001-33916 GEROVA FINANCIAL GROUP, LTD. Metropolitan House 20 Brindley Road Manchester M16 9HQ United Kingdom (Address of Principal Executive Offices) Indicate by check mark |
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| April 13, 2010 |
SEPARATION AGREEMENT AND RELEASE SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this Agreement”), is made and entered as of the 8th day of April, 2010 (the “Effective Date”), by and between Gerova Financial Group, LTD. |
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| March 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For March 23, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. Metropolitan House 20 Brindley Road Manchester M16 9HQ United Kingdom (Address of Principal Executive Offices) Indicate by ch |
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| March 23, 2010 |
GEROVA FINANCIAL GROUP APPOINTS LOU E. HENSLEY AS PRESIDENT AND CEO OF INSURANCE GROUP Exhibit 99.1 GEROVA FINANCIAL GROUP APPOINTS LOU E. HENSLEY AS PRESIDENT AND CEO OF INSURANCE GROUP MANCHESTER, United Kingdom –(BUSINESS WIRE)—March 23, 2010—GEROVA Financial Group, Ltd. (“GEROVA”) (NYSE Amex: GFC) announced today that Lou E. Hensley has been appointed to the position of President and Chief Executive Officer of GEROVA Holdings Ltd., and head of the GEROVA Insurance Group. In this |
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| March 1, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For February 23, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP, LTD. (formerly known as Asia Special Situation Acquisition Corp.) c/o M&C Corporate Services Limited P.O. Box 309, Ugland House |
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| February 12, 2010 |
UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G0538M105 (CUSIP Number) Alexander H. McMillan, Esq. c/o Loeb Partners Corporation 61 Broadway, New York, N.Y. 10006 (212) 483-7069 (Name, Address and Tele |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gerova Financial Group Ltd. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G38490101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gerova Financial Group Ltd. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G38490101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gerova Financial Group Ltd. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G38490101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gerova Financial Group Ltd. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G38490101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gerova Financial Group Ltd. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G38490101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gerova Financial Group Ltd. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G38490101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) GEROVA FINANCIAL GROUP LTD. (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G38490101 (CUSIP Number) DECEMBER 31, 2009 (Date of event which requires filing of this statement) Check the appropriate box to design |
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| February 1, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Asia Special Situations Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G0538M105 (CUSIP Number) 1/22/2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 26, 2010 |
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January 20, 2010, among WFM HOLDINGS LTD. |
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| January 26, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 26, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP LTD. (formerly known as Asia Special Situation Acquisition Corp.) c/o M&C Corporate Services Limited P.O. Box 309, Ugland House G |
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| January 26, 2010 |
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 20, 2010 by and among Asia Special Situation Acquisition Corp. |
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| January 26, 2010 |
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January 20, 2010, among WFM HOLDINGS LTD. |
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| January 26, 2010 |
INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) entered into as of January 20, 2010 (the “Effective Date”), by and between STILLWATER CAPITAL PARTNERS, INC. |
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| January 25, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock, 0.0001 par value per share (Title of Class of Securities) G0538M105 (Common Stock) (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 25, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3) Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock, 0.0001 par value per share (Title of Class of Securities) G0538M105 (Common Stock) (CUSIP Number) January 19, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| January 22, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0538M105 (CUSIP Number) Scott R. Zemnick, Esq. Victory Park Capital Advisors, LLC 227 West Monroe Street, Suite 3900 Ch |
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| January 22, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. CONSUMMATES ITS ACQUISITIONS OF INSURANCE COMPANY AND INVESTMENT FUND ASSETS NEW YORK—(BUSINESS WIRE) – January 19, 2010 Asia Special Situation Acquisition Corp. (“ASSAC”) (NYSE Amex: CIO) today announced that it has completed its business combination by the acquisition of one insurance company together with approximately $650.0 million of assets from two u |
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| January 22, 2010 |
Exhibit 3 Exhibit 3 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 15th day of January, 2010, among Asia Special Situation Acquisition Corp. |
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| January 22, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 22, 2010 Commission File Number: 001-33916 GEROVA FINANCIAL GROUP LTD. (formerly known as Asia Special Situation Acquisition Corp.) c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland Hous |
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| January 22, 2010 |
Exhibit 2 Exhibit 2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 15th day of January, 2010, among Asia Special Situation Acquisition Corp. |
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| January 22, 2010 |
SHAREHOLDERS OF ASIA SPECIAL SITUATION ACQUISITION CORP. APPROVE ACQUISITIONS OF INSURANCE COMPANIES AND INVESTMENT FUND ASSETS AND OTHER PROPOSALS NEW YORK—(BUSINESS WIRE) – January 19, 2010, Asia Special Situation Acquisition Corp. (“ASSAC”) (NYSE Amex: CIO) today announced that at its Extraordinary General Meeting of Shareholders, held January 19, 2010, shareholders approved the acquisitions of |
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| January 21, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Asia Special Situation Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0538M105 (CUSIP Number) Scott R. Zemnick, Esq. Victory Park Capital Advisors, LLC 227 West Monroe Street, Suite 3900 Chi |
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| January 21, 2010 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Asia Special Situation Acquisition Corp. |
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| January 15, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 - SCHEDULE 13G/A* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G0538M105 (CUSIP |
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| January 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 13, 2010 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman |
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| January 14, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES ENTRY INTO TERM SHEET WITH VICTORY PARK Exhibit 99.1 ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES ENTRY INTO TERM SHEET WITH VICTORY PARK GRAND CAYMAN, Cayman Islands January 13, 2010 – Asia Special Situation Acquisition Corp. (AMEX:CIO) (“ASSAC”) announced today that it has entered into a term sheet with Victory Park Capital Advisors, LLC (“Victory Park”), pursuant to which funds managed by Victory Park or other purchasers accept |
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| January 14, 2010 |
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this day of January, 2010 by and between Asia Special Situation Acquisition Corp. |
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| January 14, 2010 |
AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of January 13, 2010, is made by and among ASIA SPECIAL SITUATION ACQUISITION CORP. |
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| January 14, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES ENTRY INTO ORDINARY SHARE PURCHASE AGREEMENTS Exhibit 99.3 ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES ENTRY INTO ORDINARY SHARE PURCHASE AGREEMENTS GRAND CAYMAN, Cayman Islands January 13, 2010 – Asia Special Situation Acquisition Corp., a publicly held special purpose acquisition company (NYSE Amex: CIO) (“ASSAC”), today announced it has entered into agreements to purchase an aggregate of 2,821,857 ordinary shares in privately negoti |
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| January 14, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES ENTRY INTO AN AGREEMENT WITH VICTORY PARK Exhibit 99.2 ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES ENTRY INTO AN AGREEMENT WITH VICTORY PARK GRAND CAYMAN, Cayman Islands January 13, 2010 – As previously announced this morning, Asia Special Situation Acquisition Corp. (AMEX:CIO) (“ASSAC”) entered into a term sheet with Victory Park Capital Advisors, LLC (“Victory Park”) and now announces that it has entered into a definitive agreeme |
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| January 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Asia Special Situations Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G0538M105 (CUSIP Number) 12/30/09 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 7, 2010 |
SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 (the “Execution Date”), by and among AMALPHIS GROUP, INC. |
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| January 7, 2010 |
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp. |
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| January 7, 2010 |
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January , 2010, among WFM FUND LTD. |
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| January 7, 2010 |
Asia Special Situation Acquisition Corp. c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman December 18, 2009 Stillwater Capital Partners, Inc. 41 Madison Avenue 29th Floor New York, NY 10010 Attn: Richard Rudy and Jack Doueck Principals Gentlemen: This letter will serve as our mutual agreement and understanding in respect of certain propo |
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| January 7, 2010 |
Share Purchase Agreement among ASIA SPECIAL SITUATION ACQUISITION CORP. and MARSEILLES CAPITAL LLC and MARSHALL MANLEY THIS AGREEMENT (“Agreement”) is entered into as of the 1st day of January 2010 (the “Effective Date”) by and among ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands corporation (the "Company") with offices c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, |
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| January 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 7, 2010 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman C |
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| January 7, 2010 |
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January , 2010, among WFM FUND LTD. |
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| January 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 7, 2010 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman C |
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| January 7, 2010 |
C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, KY 1-1104 CAYMAN ISLANDS PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 19, 2010 TO THE SHAREHOLDERS OF ASIA SPECIAL SITUATION ACQUISITION CORP.: You are cordially invited to attend an extraordinary general meeting of the shareholders of Asia Special Situation Acquisition Cor |
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| January 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 7, 2010 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman C |
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| January 7, 2010 |
C/O M & C CORPORATE SERVICES LIMITED P.O. BOX 309GT, UGLAND HOUSE SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN CAYMAN ISLANDS December 22, 2009 Northstar Group Holdings, Inc. 12 Wesley Street P.O. Box HM 1641 Hamilton HM GX Bermuda Attn: John H. Tweedie, FSA President & Chief Executive Officer The Argus Group The Argus Building 12 Wesley Street P.O. Box HM 1064 Hamilton HM EX, Bermuda Attn: The H |
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| January 7, 2010 |
24 CORPORATE PLAZA, NEWPORT BEACH, CA 92660 800.678.9147 www.roth.com January 5, 2010 Asia Special Situation Acquisition Corp. P.O. Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands RE: Engagement Agreement Dear Gary: We are pleased to submit this letter (the “Agreement”), which confirms the understanding between Asia Special Situation Acquisition Corp. (the “Company”or “ASSAC”), and ROTH Capital Partners, LLC, (“ROTH”), pursuant to |
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| January 7, 2010 |
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January [], 2010 among Asia Special Situation Acquisition Corp. |
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| January 7, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. ANNOUNCES PROPOSED ACQUISITIONS TO FORM A REINSURANCE GROUP WITH POST TRANSACTION ASSETS OF APPROXIMATELY $1.5 BILLION EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 19, 2010, TO VOTE UPON THE PROPOSED TRANSACTIONS NEW YORK, New York, January 7, 2010 – Asia Special Situation Acquisition Corp. (“ASSAC”) (Amex: CIO) today announced that an E |
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| January 7, 2010 |
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp. |
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| January 7, 2010 |
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp. |
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| January 7, 2010 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1st, 2009 (the “Effective Date”), by and between Marshall Manley, a resident of Florida (the “Executive”), and Core Financial Group, Ltd. |
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| January 7, 2010 |
INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) entered into as of January , 2010 (the “Effective Date”), by and between STILLWATER CAPITAL PARTNERS, INC. |
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| January 7, 2010 |
Capital Aggregation Income Production 1 Gerova Financial Group Ltd. January 2010 A publicly traded specialty insurance group generating shareholder value by acquiring low cost equity capital and investing in high yield secured credit Asia Special Situation Acquisition Corp. (“ASSAC” or the “Company”) has filed a copy of its proxy statement with the Securities and Exchange Commission (“SEC”) in connection with the proposed business com |
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| January 7, 2010 |
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp. |
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| January 4, 2010 |
ASIA SPECIAL SITUATION ACQUISITION CORP. UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 - SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Asia Special Situation Acquisition Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G0538M105 (CUSIP Num |
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| November 13, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended Commission File Number November 12, 2009 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorpo |
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| November 12, 2009 | ||
| November 12, 2009 |
6-K 1 v1658516k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended Commission File Number November 11, 2009 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jur |
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| November 10, 2009 |
UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G0538M105 (CUSIP Number) Alexander H. McMillan, Esq. c/o Loeb Partners Corporation 61 Broadway, New York, N.Y. 10006 (212) 483-7069 (Name, Address and Telep |
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| October 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended Commission File Number June 30, 2009 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorporati |
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| September 11, 2009 |
6-K 1 v1600466k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended Commission File Number March 31, 2009 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisd |
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| August 20, 2009 |
ASIA SPECIAL SITUATION ACQUISITION CORP. WHITE ENERGY COMPANY LIMITED ACN 071 527 083 (White Energy) ASIA SPECIAL SITUATION ACQUISITION CORP. (Purchaser) AND WHITE ENERGY COMPANY LIMITED ACN 071 527 083 (White Energy) MERGER IMPLEMENTATION AGREEMENT DATED: AUGUST 17, 2009 THIS AGREEMENT is made and entered into this 17th day of August 2009 BETWEEN ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands exempted company (the “Purchaser”), having its registered office at PO Box 309GT, Ugland Hou |
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| August 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended Commission File Number August 17, 2009 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorpora |
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| July 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended July 6, 2009 Commission File Number 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorporatio |
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| July 14, 2009 |
AMENDMENTS TO THE SHARE EXCHANGE AGREEMENT DATED 12 MARCH 2009 (“SEA”) White Energy Company Limited Level 11, 213 Miller Street North Sydney NSW 2060 ABN 62 071 527 083 PO Box 422 North Sydney NSW 2059 Telephone +61 2 9959 0000 Facsimile: + 61 2 9959 0099 www. |
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| June 17, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ASIA SPECIAL SITUATION ACQUISITION CORP. (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G0538M105 (CUSIP Number) JUNE 8, 2009 (Date of event which requires filing of this statement) Check the appropriate box to designate the ru |
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| April 1, 2009 |
Exhibit 13.A CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Asia Special Situation Acquisition Corp. (the “Company”) on Form 20-F for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Geoffrey W. Holmes, Chief Exec |
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| April 1, 2009 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 12.B CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Arie Jan van Roon, certify that: 1. I have reviewed this annual report on Form 20-F of Asia Special Situation Acquisition Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the |
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| April 1, 2009 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 12.A CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Geoffrey W. Holmes, certify that: 1. I have reviewed this annual report on Form 20-F of Asia Special Situation Acquisition Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the |
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| April 1, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F 20-F 1 v14497720f.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC |
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| April 1, 2009 |
Exhibit 13.B CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Asia Special Situation Acquisition Corp. (the “Company”) on Form 20-F for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arie Jan van Roon, Chief Finan |
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| March 27, 2009 |
ASIA SPECIAL SITUATION ACQUISITION CORP. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 - SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G0538M105 (CUSIP Number) January 15, 2009 (Date of event |
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| March 16, 2009 |
ASIA SPECIAL SITUATION ACQUISITION CORP. (Purchaser) AND WHITE ENERGY COMPANY LIMITED ACN 071 527 083 (White Energy) AND WHITE ENERGY TECHNOLOGY COMPANY LIMITED ABN 62 114 203 904 (WET) SHARE EXCHANGE AGREEMENT DATED: MARCH 12, 2009 THIS AGREEMENT is made the 12th day of March 2009 BETWEEN ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands corporation (the “Purchaser”), having an office at |
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| March 16, 2009 |
Australian Coal Technology is Designed to Enhance Coal Energy and Further Environmental Initiatives ASIA SPECIAL SITUATION ACQUISITION CORP SIGNS AGREEMENT TO ACQUIRE TECHNOLOGY-ENABLED CLEAN COAL PRODUCER Australian Coal Technology is Designed to Enhance Coal Energy and Further Environmental Initiatives George Town, Cayman Islands, March 16, 2009– FOR IMMEDIATE RELEASE Asia Special Situation Acquisition Corp. |
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| March 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For March 12, 2008 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman Ca |
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| February 17, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock par value $0.0001 (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 13, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock, 0.0001 par value per share (Title of Class of Securities) G0538M105 (Common Stock) (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 22, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For January 21, 2009 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman |
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| December 19, 2008 | ||
| December 19, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For December 17, 2008 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman |
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| December 19, 2008 |
Asia Special Situation Acquisition Corp Signs Letter of Intent to Acquire Clean Coal Company Through Acquisition of Singapore-Based BCBC Singapore Pte Ltd. |
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| December 12, 2008 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) G0538M105 (CUSIP Number) November 24, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| November 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Month of Commission File Number September 30, 2008 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorporation |
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| November 7, 2008 |
TERMINATION AND MUTUAL RELEASE AGREEMENT TERMINATION AND MUTUAL RELEASE AGREEMENT This TERMINATION AND MUTUAL RELEASE AGREEMENT (“Agreement”) is made and entered into effective as of November 3, 2008, by and between CHINA TEL GROUP, INC. |
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| November 5, 2008 |
================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 17, 2008 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Asia Special Situation Acquisition Corp. (Name of Issuer) Common Stock, 0.0001 par value per share (Title of Class of Securities) G0538M105 (Common Stock) (CUSIP Number) July 30, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| August 14, 2008 |
Aug. 11, 2008 Board of Directors Asia Special Situation Acquisition Corp. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street Georgetown, Grand Cayman Cayman Islands Dear Sirs: We hereby resign from the Board of Directors of Asia Special Situation Acquisition Corp. and from our respective positions as Chief Executive Officer and Chief Operating Officer, effective i |
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| August 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended Commission File Number June 30, 2008 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorporation or Organization) |
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| August 12, 2008 |
Amended and Restated STOCK PURCHASE AGREEMENT ASIA SPECIAL SITUATION ACQUISITION CORP. |
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| August 12, 2008 |
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated August 6, 2008, is made and entered into as of the 31st day of July 2008, by and among ASIA SPECIAL SITUATION ACQUISITION CORP. |
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| August 12, 2008 |
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE. |
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| August 12, 2008 |
Filed by Asia Special Situation Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: ChinaTel Group, Inc. Commission File No.: 0-52095 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For August 6, 2008 Commission File N |
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| August 12, 2008 |
FORM OF PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated as of , 2008, is executed by and between ASIA SPECIAL SITUATION ACQUISITION CORP. |
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| August 12, 2008 |
ASIA SPECIAL SITUATION ACQUISITION CORP. ENTERS INTO MERGER AGREEMENT WITH CHINATEL GROUP, INC. AND REVISES STOCK PURCHASE AGREEMENT IRVINE, CALIFORNIA and GEORGE TOWN, CAYMAN ISLANDS-(Business Wire - August 11, 2008) - Asia Special Situation Acquisition Corp. (“ASSAC” - AMEX: CIO) and ChinaTel Group, Inc. (“ChinaTel” - CHTL:OTCBB) jointly announced today that on August 6, 2008, ASSAC, ChinaTel, T |
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| August 12, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For August 6, 2008 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman Ca |
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| August 11, 2008 |
EX-10.2 3 chinatel8k-ex1002.htm AGREEMENT AND PLAN OF MERGER EXHIBIT 10.2 Execution Copy AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated August 6, 2008, is made and entered into as of the 31st day of July 2008, by and among ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"); CHINA TEL GROUP, INC., a Nevada corporation ("CHTL"); G |
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| August 11, 2008 |
Exhibit 99.1 ASIA SPECIAL SITUATION ACQUISITION CORP. ENTERS INTO MERGER AGREEMENT WITH CHINATEL GROUP, INC. AND REVISES STOCK PURCHASE AGREEMENT IRVINE, CALIFORNIA and GEORGE TOWN, CAYMAN ISLANDS-(Marketwire - August 11, 2008) - Asia Special Situation Acquisition Corp. (“ASSAC” - AMEX: CIO) and ChinaTel Group, Inc. (“ChinaTel” - CHTL:OTCBB) jointly announced today that on August 6, 2008, ASSAC, C |
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| August 11, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 25, 2008 Date of Report (date of Earliest Event Reported) CHINATEL GROUP INC. (Exact Name of Registrant as Specified in its Charter) NEVADA 98-0489800 (State or Other Jurisdiction of Incorporation or Organization) (Commissio |
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| August 11, 2008 |
[Madsen & Associates, CPA’s Inc. Letterhead] EXHIBIT 16.1 [Madsen & Associates, CPA’s Inc. Letterhead] August 4, 2008 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 To Whom It May Concern: We have read the Item 4.01 of Form 8-K dated August 4, 2008 of China Tel Group, Inc. (formerly Mortlock Ventures, Inc.) and are in agreement with the statements contained therein. We h |
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| August 11, 2008 |
EXHIBIT 10.3 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated as of , 2008, is executed by and between ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"), having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman; CHINA TEL GROUP, INC., a Nevada corporation (“CHTL”) having an office at 8 |
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| August 11, 2008 |
Amended and Restated STOCK PURCHASE AGREEMENT EXHIBIT 10.1 Execution Copy Amended and Restated STOCK PURCHASE AGREEMENT ASIA SPECIAL SITUATION ACQUISITION CORP. as the Purchaser of Capital Stock of CHINA TEL GROUP, INC. Dated: as of July 31, 2008 Execution Copy AMENDED AND RESTATED STOCK PURCHASE AGREEMENT THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into this 4th day of August, 2008, to be effective as of |
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| August 11, 2008 |
PROMISSORY NOTE $___________________ _______ __, 2008 EXHIBIT 10.4 PROMISSORY NOTE $ , 2008 FOR VALUE RECEIVED, ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation (the "Maker"), having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, does hereby promise to CHINA TEL GROUP, INC., a Nevada corporation (the “Payee”) having an office at 8105 Irvine Center Drive, |
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| July 10, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For July 8, 2008 Commission File Number: 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. c/o M&C Corporate Services Limited P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman Caym |
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| July 10, 2008 |
STOCK PURCHASE AGREEMENT ASIA SPECIAL SITUATION ACQUISITION CORP. as the Purchaser of Shares of Class A Common Stock Class B Common Stock and Series A Preferred Stock of CHINA TEL GROUP, INC. For Minimum: $201,675,000 Maximum: $270,000,000 July 8, 2008 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into and effective as of July 8, 2008 (the “Effective Date”), |
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| July 10, 2008 |
Angela Ho 38/Floor Shun Tak Centre 200 Connaught Rd. Hong Kong [email protected] July 8, 2008 Dear Shareholders: As you may know by now, a dispute has developed among the members of the Board of Directors. The result of this dispute has been a reorientation of the Board to cut me out of vital business decisions made by the Company. While I remain the Chief Executive Officer and the Chairman of |
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| May 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Month Ended Commission File Number March, 2008 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) CAYMAN ISLANDS (Jurisdiction of Incorporation or Organization) c/ |
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| April 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2008 Asia Special Situation Acquisition Corp. (Exact name of registrant as specified in charter) Cayman Islands 001-33916 N/A (State or other jurisdiction of incorporation) |
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| April 11, 2008 |
================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 27, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33916 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of regi |
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| March 3, 2008 |
PROMISSORY NOTE $500,000.00 February 28, 2008 Asia Special Situation Acquisition Corp. PO Box 309 GT Ugland House South Church Street George Town E9 00000 (Hereinafter referred to as "Borrower") Wachovia Bank, National Association 301 South College Street One Wachovia Center, NC 0600 Charlotte, North Carolina 28288 (Hereinafter referred to as the "Bank") Borrower promises to pay to the order of Ba |
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| March 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2008 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-339 |
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| March 3, 2008 |
LOAN AND SECURITY AGREEMENT Asia Special Situation Acquisition Corp. PO Box 309 GT Ugland House South Church Street George Town E9 00000 (Hereinafter referred to as "Borrower") Wachovia Bank, National Association 301 South College Street One Wachovia Center, NC 0600 Charlotte, North Carolina 28288 (Hereinafter referred to as the "Bank") This Loan Agreement ("Agreement") is entered into February 28 |
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| February 1, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION ASIASPEC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Asia Special Situation Acquisition Corp. (Name of Issuer) Ordinary Shares, $.0001 par value (Title of Class of Securities) G0538M105 |
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| January 30, 2008 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2008 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-3391 |
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| January 30, 2008 |
ASIA SPECIAL SITUATION ACQUISITION CORP.’S OVER-ALLOTMENT OPTION EXERCISED BY UNDERWRITERS ASIA SPECIAL SITUATION ACQUISITION CORP.’S OVER-ALLOTMENT OPTION EXERCISED BY UNDERWRITERS GEORGE TOWN, CAYMAN ISLANDS-(Marketwire - January 30, 2008) - Asia Special Situation Acquisition Corp. (AMEX: CIO.U) announced today that Maxim Group LLC, representative of the underwriters of the Company’s initial public offering of units consummated on January 23, 2008, exercised their over-allotment optio |
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| January 28, 2008 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| January 25, 2008 |
Asia Special Situation Acquisition Corp. Asia Special Situation Acquisition Corp. (a corporation in the development stage) INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of January 23, 2008 F-3 Statement of Operations for the period March 22, 2007 (inception) to January 23, 2008 F-4 Statement of Shareholders’ Equity for the period March 22, 2007 (inception) |
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| January 25, 2008 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF 95,000 UNITS ASIA SPECIAL SITUATION ACQUISITION CORP. THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION UNTIL JULY 16, 2009 [18 MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)] IN ACCORDANCE WITH FINRA RULE 2710(g)(1) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC AND ITS AFFILIATES ("MAXIM") OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR EMPLOYEE OF MAXIM OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. |
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| January 25, 2008 |
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 16th day of January, 2008, by and among Asia Special Situation Acquisition Corp. |
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| January 25, 2008 |
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of January 16, 2008 (the “Agreement”), by and among Asia Special Situation Acquisition Corporation, a Cayman Islands corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”). |
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| January 25, 2008 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF 380,000 UNITS ASIA SPECIAL SITUATION ACQUISITION CORP. THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION UNTIL JULY 16, 2009 [18 MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)] IN ACCORDANCE WITH FINRA RULE 2710(g)(1) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC AND ITS AFFILIATES ("MAXIM") OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR EMPLOYEE OF MAXIM OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. |
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| January 25, 2008 |
INVESTMENT MANAGEMENT TRUST AGREEMENT INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of January 16, 2008 by and between Asia Special Situation Acquisition Corp. |
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| January 25, 2008 |
SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this 16th day of January, 2008 for the benefit of Asia Special Situation Acquisition Corp. |
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| January 25, 2008 |
WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) made as of January 16, 2008, by and between Asia Special Situation Acquisition Corp. |
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| January 25, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2008 (January 23, 2008) ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of inco |
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| January 25, 2008 |
10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENT 10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENT New York, New York January 16, 2008 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Asia Special Situation Acquisition Corp., a Cayman Islands company (“Company”), hereby confirms its agreement with |
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| January 25, 2008 |
ASIA SPECIAL SITUATION ACQUISITION CORP. COMPLETES INITIAL PUBLIC OFFERING ASIA SPECIAL SITUATION ACQUISITION CORP. COMPLETES INITIAL PUBLIC OFFERING GEORGE TOWN, CAYMAN ISLANDS-(Marketwire - January 24, 2008) - Asia Special Situation Acquisition Corp. (AMEX: CIO.U) announced today that it has closed its initial public offering of 10,000,000 units. The units were sold at an offering price of $10.00 per unit. Each unit issued in the initial public offering consists of one |
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| January 24, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 24, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 17, 2008 |
Filed Pursuant to Rule 424(b)(1) Registration No.: 333-145163 PROSPECTUS $100,000,000 ASIA SPECIAL SITUATION ACQUISITION CORP. 10,000,000 units Asia Special Situation Acquisition Corp. is a newly organized Business Combination CompanyTM, or BCCTM, formed under the laws of the Cayman Islands. A BCCTM is a blank check company formed for the purpose of acquiring all or a majority interest in one or m |
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| January 15, 2008 |
As filed with the Securities and Exchange Commission on January 15, 2008 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (Stat |
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| December 17, 2007 |
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2007 by and between Asia Special Situation Acquisition Corp. |
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| December 17, 2007 |
FORM OF SUBSCRIPTION AGREEMENT FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this day of 2007 for the benefit of Asia Special Situation Acquisition Corp. |
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| December 17, 2007 |
As filed with the Securities and Exchange Commission on December 17, 2007 As filed with the Securities and Exchange Commission on December 17, 2007 File No. |
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| December 17, 2007 |
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated as of December , 2007, is executed by and between Ho Capital Management LLC, a Delaware limited liability company having an office at 386 Columbus Avenue, Apt. |
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| December 17, 2007 |
OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC a Delaware Limited Liability Company Dated as of December , 2007 Prepared By: Hodgson Russ LLP 1540 Broadway, 24th Floor New York, New York 10063 OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC THIS OPERATING AGREEMENT (this “Agreement“) of HO CAPITAL MANAGEMENT LLC (the “Company”) is entered into as of the day of December, 2007, by and among the P |
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| December 17, 2007 |
December , 2007 Asia Special Situation Acquisition Corp. P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Re: Initial Public Offering Gentlemen: The undersigned, an officer, director or shareholder of Asia Special Situation Acquisition Corp. (the “Company”), in consideration of Maxim G |
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| November 26, 2007 |
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated as of , 2007, is executed by and between Ho Capital Management LLC, a Delaware limited liability company having an office at 386 Columbus Avenue, Apt. |
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| November 26, 2007 |
As filed with the Securities and Exchange Commission on November 26, 2007 As filed with the Securities and Exchange Commission on November 26, 2007 File No. |
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| November 26, 2007 |
FORM OF STOCK ESCROW AGREEMENT FORM OF STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2007 (the “Agreement”), by and among Asia Special Situation Acquisition Corporation, a Cayman Islands corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”). |
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| November 26, 2007 |
PROMISSORY NOTE $5,725,000.00 December ___, 2007 PROMISSORY NOTE $5,725,000.00 December , 2007 FOR VALUE RECEIVED, HO CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the "Maker"), having an office at 386 Columbus Avenue, Apt. 17A, New York, New York 10024, does hereby promise to NOBLE INVESTMENT FUND LIMITED, an entity having an office at World Trade Centre, Via Lugano 11,6982 Lugano-Agno, Switzerland (the “Lender”), or at such oth |
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| November 26, 2007 |
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2007 by and between Asia Special Situation Acquisition Corp. |
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| November 26, 2007 |
FORM OF SUBSCRIPTION AGREEMENT FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this day of 2007 for the benefit of Asia Special Situation Acquisition Corp. |
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| November 26, 2007 |
OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC a Delaware Limited Liability Company Dated as of December , 2007 Prepared By: Hodgson Russ LLP 1540 Broadway, 24th Floor New York, New York 10063 OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC THIS OPERATING AGREEMENT (this “Agreement“) of HO CAPITAL MANAGEMENT LLC (the “Company”) is entered into as of the day of December, 2007, by and among the P |
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| November 26, 2007 |
December , 2007 Asia Special Situation Acquisition Corp. P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Re: Initial Public Offering Gentlemen: The undersigned, an officer, director or shareholder of Asia Special Situation Acquisition Corp. (the “Company”), in consideration of Maxim G |
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| November 2, 2007 |
THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASIA SPECIAL SITUATION ACQUISITION CORP. |
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| November 2, 2007 |
10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENT 10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENT New York, New York [], 2007 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Asia Special Situation Acquisition Corp., a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Gr |
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| November 2, 2007 |
As filed with the Securities and Exchange Commission on November 2, 2007 As filed with the Securities and Exchange Commission on November 2, 2007 File No. 333-145163 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASIA SPECIAL SITUATION ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 Not Applicable (State or Other Juri |
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| November 2, 2007 |
November , 2007 Asia Special Situation Acquisition Corp. P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Re: Relevant Business Opportunities Gentlemen: Reference is made to that certain letter agreement (the “Agreement”) of , the of (the “Company”), dated as of November , 2007 to Asia |
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| November 2, 2007 |
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF 18 MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) IN ACCORDANCE WITH FINRA RULE 2710(g)(1) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC AND ITS AFFILIATES ("MAXIM") OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR EMPLOYEE OF MAXIM OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. |
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| November 2, 2007 |
November , 2007 Asia Special Situation Acquisition Corp. P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Re: Initial Public Offering Gentlemen: The undersigned, an officer, director or shareholder of Asia Special Situation Acquisition Corp. (the “Company”), in consideration of Maxim G |
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| November 2, 2007 |
PROMISSORY NOTE $5,725,000.00 November , 2007 FOR VALUE RECEIVED, HO CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the "Maker"), having an office at 386 Columbus Avenue, Apt. 17A, New York, New York 10024, does hereby promise to NOBLE INVESTMENT FUND LIMITED, an entity having an office at World Trade Centre, Via Lugano 11,6982 Lugano-Agno, Switzerland (the “Lender”), or at such oth |
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| November 2, 2007 |
FORM OF WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) made as of , 2007, by and between Asia Special Situation Acquisition Corp. |
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| November 2, 2007 |
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated as of , 2007, is executed by and between Ho Capital Management LLC, a Delaware limited liability company having an office at 386 Columbus Avenue, Apt. |
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| November 2, 2007 |
OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC a Delaware Limited Liability Company Dated as of November , 2007 Prepared By: Hodgson Russ LLP 1540 Broadway, 24th Floor New York, New York 10063 OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC THIS OPERATING AGREEMENT (this “Agreement“) of HO CAPITAL MANAGEMENT LLC (the “Company”) is entered into as of the day of November, 2007, by and among the P |
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| October 1, 2007 |
EX-4.4: FORM OF WARRANT AGREEMENT Exhibit 4.4 FORM OF WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) made as of , 2007, by and between Asia Special Situation Acquisition Corp., a Cayman Islands corporation, with offices at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 B |
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| October 1, 2007 |
EX-10.1: FORM OF LETTER AGREEMENT EX-10.1 Exhibit 10.1 September , 2007 Asia Special Situation Acquisition Corp. P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Re: Initial Public Offering Gentlemen: The undersigned, an officer, director or shareholder of Asia Special Situation Acquisition Corp. (the “Company”), in co |
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| October 1, 2007 |
EX-10.2: FORM OF INVESTMENT MANAGEMENT AGREEMENT EX-10.2 Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2007 by and between Asia Special Situation Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s Registration Statement on Form S-1, File No. 333-145163 (“Registration Statement”), for its initial public offering of securities (“IPO”) has |
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| October 1, 2007 |
EX-10.4: FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, individually an “Investor” and collectively, the “Investors”). WHE |
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| October 1, 2007 |
EX-4.2: SPECIMEN ORDINARY SHARE CERTIFICATE Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE NUMBER O SHARES ASIA SPECIAL SITUATION ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE ORDINARY SHARES OF ASIA SPECIAL SITUATION ACQUISITION CORP. transferable on |
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| October 1, 2007 |
EX-4.3: SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER WARRANTS W- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, , 2011 ASIA SPECIAL SITUATION ACQUISITION CORP. CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring , 2011 (the “Warrant”) to purchase one fully paid and non-assessabl |
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| October 1, 2007 |
EX-3.1: AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASIA SPECIAL SITUATION ACQUISITION CORP. THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ASIA SPECIAL SITUATION ACQUISITION CORP. 1 The name of the Company is |
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| October 1, 2007 |
EX-10.5: FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.5 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this day of 2007 for the benefit of Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”), having its principal place of business at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, by the persons or entities listed on the si |
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| October 1, 2007 |
EX-1.1: FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENT New York, New York [], 2007 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Asia Special Situation Acquisition Corp., a Cayman Islands company (“Company”), hereby confirms its agreement w |
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| October 1, 2007 |
As filed with the Securities and Exchange Commission on October 1, 2007 S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 1, 2007 File No. |
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| October 1, 2007 |
EX-4.1: SPECIMEN UNIT CERTIFICATE Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS ASIA SPECIAL SITUATION ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT EACH TO PURCHASE ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units Each Unit (“Unit”) consists of one (1) ordinary share, par value $.0001 per share (“Ordinary Shares”), of ASIA SPECIAL SITUATION A |
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| October 1, 2007 |
EX-16.1: LETTER FROM TEDDER JAMES WORDEN & ASSOCIATES P.A. Exhibit 16.1 September 28, 2007 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Asia Special Situation Acquisition Corp. File Reference No. 333-145163 We have read Asia Special Situation Acquisition Corp.’s statements included under “Changes and Disagreements With Accountants on Accounting and Financial Disclosure” of its Amendment No. 1 |
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| October 1, 2007 |
EX-10.3: FORM OF STOCK ESCROW AGREEMENT EX-10.3 Exhibit 10.3 FORM OF STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2007 (the “Agreement”), by and among Asia Special Situation Acquisition Corporation, a Cayman Islands corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New Yo |
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| August 6, 2007 |
NOBLE INVESTMENT FUND LIMITED World Trade Centre Via Lugano 11 6982 Lugano-Agno Switzerland tel: (011) 39 3488928042 May 1, 2007 Ms. |
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| August 6, 2007 |
July , 2007 Asia Special Situation Acquisition Corp. P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Re: Initial Public Offering Gentlemen: The undersigned shareholder of Asia Special Situation Acquisition Corp. (“Company”), in consideration of Maxim Group LLC (“Maxim”) entering into |
