-----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, VaQlTAB/+VwLmutel9KiGQROlqMnDaoqXIEzmr61ndaUCrRBJCyeDNeUlt9HSPmO E003QlA9hFJ0dxuwrhesjA== 0001104659-07-090274.txt : 20071220 0001104659-07-090274.hdr.sgml : 20071220 20071220172905 ACCESSION NUMBER: 0001104659-07-090274 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071220 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: 071320197 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 a07-31959_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. 12)*

Shanghai Century Acquisition Corporation

(Name of Issuer)

 

Common Stock, par value $0.0005 per share

(Title of Class of Securities)

 

G80637104

(CUSIP Number)

 

Arnar Már Jóhannesson

Atorka Group hf.

Hlídasmári 1, 201 Kópavogur

Iceland

Tel:   + 354 540 6200

Copy to: A. Peter Harwich

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York  10020

+1-212-610-6300

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 19, 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 boxo

 



 

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
4,351,195

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
4,351,195

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,195

 

 



 

 

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)
24.86%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 



 

AMENDMENT NO. 12 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, Amendment No. 3 thereto filed on September 13, 2007, Amendment No. 4 thereto filed on September 18, 2007, Amendment No. 5 thereto filed on September 19, 2007, Amendment No. 6 thereto filed September 24, 2007, Amendment No. 7 thereto filed on September 25, 2007, Amendment No. 8 thereto filed on September 27, 2007, Amendment No. 9 thereto filed on October 12, 2007, Amendment No. 10 thereto filed on October 31, 2007, and Amendment No. 11 thereto filed on November 26, 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. 12 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 and the warrants 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 of the Common Stock and the warrants were purchased in the open market, and the amount of funds used in the purchases was approximately $34,478,807.  All funds used in these purchases were derived from Atorka’s working capital.  Shares of the Common Stock and the warrants purchased in the past sixty days are set forth in Item 5.

 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

 

(a) - (b)  As of December 19, 2007, Atorka directly or indirectly beneficially owns 4,351,195 shares, or approximately 24.86%, 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 September 30, 2007, which was filed with the SEC on November 16, 2007, which represents the most recent available public filing containing such information.

 

Atorka is also a holder of 1,172,100 units of redeemable warrants of 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

 

December 19, 2007

 

118,297

 

Common Stock

 

8.237179

 

Open market purchase

Atorka

 

December 6, 2007

 

2,600

 

Common Stock

 

8.23

 

Open market purchase

Atorka

 

November 30, 2007

 

58,500

 

Warrants

 

1.780759

 

Open market purchase

Atorka

 

November 30, 2007

 

112,658

 

Common Stock

 

8.210241

 

Open market purchase

Atorka

 

November 21, 2007

 

122,980

 

Common Stock

 

8.206059

 

Open market purchase

Atorka

 

November 16, 2007

 

52,400

 

Warrants

 

1.9495

 

Open market purchase

 

 



 

Atorka

 

November 14, 2007

 

52,047

 

Common Stock

 

8.047

 

Open market purchase

Atorka

 

November 8, 2007

 

74,500

 

Warrants

 

2.0558

 

Open market purchase

Atorka

 

November 8, 2007

 

69,243

 

Common Stock

 

8.14

 

Open market purchase

Atorka

 

October 29, 2007

 

69,400

 

Common Stock

 

8.2531

 

Open market purchase

 

 

 



 

 

Signature

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies as of December 19, 2007 that the information set forth in this statement is true, complete and correct.

 

 

Atorka Group hf.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Arnar Már Jóhannesson

 

Name:

Arnar Már Jóhannesson

 

 

Title:

Chief Financial Officer

 

 

 


 

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