-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Du9Oo7inusJpfOFJDu4ibDuYoBWJ3wPw64GGAYZTtNtLgU1myBg+qm68loAb30lO ZQrFCu+U73AQ3QXvaWUv3g== 0001104659-07-069585.txt : 20070918 0001104659-07-069585.hdr.sgml : 20070918 20070917181123 ACCESSION NUMBER: 0001104659-07-069585 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070918 DATE AS OF CHANGE: 20070917 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHANGHAI CENTURY ACQUISITION CORP CENTRAL INDEX KEY: 0001326710 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81781 FILM NUMBER: 071121016 BUSINESS ADDRESS: STREET 1: 23RD FLOOR SHUN HO TOWER STREET 2: 24-30 ICE HOUSE STREET CITY: CENTRAL HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 852-2854-8989 MAIL ADDRESS: STREET 1: 23RD FLOOR SHUN HO TOWER STREET 2: 24-30 ICE HOUSE STREET CITY: CENTRAL HONG KONG STATE: F4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATORKA GROUP HF CENTRAL INDEX KEY: 0001405943 IRS NUMBER: 000000000 STATE OF INCORPORATION: K6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HLIDASMARI 1 201 CITY: KOPAVOGUR STATE: K6 ZIP: 00000 BUSINESS PHONE: 354 540 6200 MAIL ADDRESS: STREET 1: HLIDASMARI 1 201 CITY: KOPAVOGUR STATE: K6 ZIP: 00000 SC 13D/A 1 a07-24093_1sc13da.htm SC 13D/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 


 

Shanghai Century Acquisition Corporation

(Name of Issuer)

 

Common Stock, par value $0.0005 per share
(Title of Class of Securities)

 

G80637104
(CUSIP Number)

 

Copy to:

 

 

 

Magnús Jónsson

 

A. Peter Harwich

Atorka Group hf.

 

Allen & Overy LLP

Hlídasmári 1, 201 Kópavogur

 

1221 Avenue of the Americas

Iceland

 

New York, New York 10020

Tel:   + 354 540 6200

 

+1-212-610-6300

 

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

September 14, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

 

 




 

CUSIP No.   G80637104

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Atorka Group hf.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Iceland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,631,396

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,631,396

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
15.04%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 




AMENDMENT NO. 4 TO

SCHEDULE 13D

Reference is made to the statement on Schedule 13D filed on July 23, 2007, Amendment No. 1 thereto filed on August 24, 2007, Amendment No. 2 thereto filed on August 27, 2007 and Amendment No. 3 thereto filed on September 13, 2007 (as so amended, the Schedule 13D) on behalf of Atorka Group hf. (Atorka), a company organized under the laws of the Republic of Iceland. All capitalized terms used without definition herein have the meanings ascribed thereto in the Schedule 13D. This Amendment No. 4 to the Schedule 13D amends and restates Item 3 and Item 5 of the Schedule 13D in their entirety as follows:

ITEM 3.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Atorka purchased 312,500 shares of the Common Stock in the Issuer’s initial public offering on April 25, 2006 for an aggregate purchase price of $2,500,000.  The remainder of the shares were purchased in the open market (shares purchased in the past sixty days are set forth in Item 5), and the amount of funds used in the purchases was approximately $19,567,491.  All funds used in these purchases were derived from Atorka’s working capital.

ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER

(a) - (b)  As of September 14, 2007, Atorka directly or indirectly beneficially owns 2,631,396 shares, or approximately 15.04%, of the Issuer’s Common Stock.  The percentage owned by Atorka is calculated based on 17,500,000 shares of the Issuer’s Common Stock outstanding as reported in the quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2007, which was filed with the SEC on August 14, 2007, which represents the most recent available public filing containing such information.

Atorka is also a holder of 872,700 units of redeemable warrants of the Issuer, issued in registered form under a redeemable warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Issuer.  Each warrant entitles Atorka to purchase one ordinary share of the Issuer at a price of $6.00.  The warrants are not currently exercisable and would only become exercisable upon the Issuer’s completion of a stock exchange, asset acquisition or other similar business combination.

(c) The following chart sets forth Atorka’s purchase of the Issuer’s securities in the past sixty days:

Party

 

Date of Purchase

 

Number of
Units/Shares
Purchased

 

Class of
Securities

 

Price per
Unit/Share
($)

 

Where and How
Effected

Atorka

 

September 14, 2007

 

107,000

 

Common Stock

 

8.1298

 

Open market purchase

Atorka

 

September 13, 2007

 

57,150

 

Common Stock

 

8.18

 

Open market purchase

Atorka

 

September 12, 2007

 

83,500

 

Common Stock

 

8.1342

 

Open market purchase

Atorka

 

September 11, 2007

 

159,700

 

Warrants

 

1.688

 

Open market purchase

Atorka

 

September 11, 2007

 

341,475

 

Common Stock

 

7.989

 

Open market purchase

Atorka

 

August 24, 2007

 

400,971

 

Common Stock

 

7.9615

 

Open market purchase

Atorka

 

August 23, 2007

 

500,000

 

Common Stock

 

7.697

 

Open market purchase

 




(d)  To Atorka’s knowledge, no person other than Atorka has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer which are deemed to be beneficially owned by Atorka.

(e) Not applicable.

 




SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies as of September 14, 2007 that the information set forth in this statement is true, complete and correct.

 

 

Atorka Group hf.

 

 

 

 

 

 

 

 

 

 

 

 

By:  /s/ Arnar Már Jóhannesson

 

 

Name:

 

Arnar Már Jóhannesson

 

 

Title:

 

Chief Financial Officer

 

 



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