-----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, EaPJJrfskPaBEI0z7QwC47T3p6UkMnL1LD4jZbxa6YDzyH5JHTccnJ0jIkryGVjR hxuSBbP7KDL8+A53HkCEHg== 0001144204-07-046608.txt : 20070827 0001144204-07-046608.hdr.sgml : 20070827 20070827171946 ACCESSION NUMBER: 0001144204-07-046608 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070827 DATE AS OF CHANGE: 20070827 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: 071081471 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 v086325_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934

(Amendment No. 2)
 

 
Shanghai Century Acquisition Corporation
(Name of Issuer)
 
Common Stock, par value $0.0005 per share
(Title of Class of Securities)
 
G80637104
(CUSIP Number)
 
Magnús Jónsson
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)
 
August 24, 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
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Iceland
 
 
7
SOLE VOTING POWER
 
 
 
 
  
2,042,271
NUMBER OF
8
SHARED VOTING POWER
SHARES
 
 
BENEFICIALLY
  
0
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
 
 
PERSON WITH
  
0
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,042,271
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
11.67%
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
 
 
CO
 
 


AMENDMENT NO. 2 TO

SCHEDULE 13D

Reference is made to the statement on Schedule 13D filed on July 23, 2007 and Amendment No. 1 thereto filed on August 24, 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. 2 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 $14,822,866. 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 August 24, 2007, Atorka directly or indirectly beneficially owns 2,042,271 shares, or approximately 11.67%, 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 713,000 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 Common Stock in the past sixty days:

Party
 
Date of
Purchase
 
Number of
Shares
Purchased
 
Price per
share ($)
 
Where and How Effected
Atorka
 
August 24, 2007
 
400,971
 
7.9615
 
Open market purchase
Atorka
 
August 23, 2007
 
500,000
 
7.697
 
Open market purchase
Atorka
 
July 13, 2007
 
284,000
 
8.181
 
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.
 


SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies as of August 24, 2007 that the information set forth in this statement is true, complete and correct.
 
     
  Atorka Group hf.
 
 
 
 
 
 
  By:   /s/ Magnús Jónsson 
 
Name: Magnús Jónsson
  Title: Chief Executive Officer 
 

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