Schedule 13-G

-----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, LvhEJGIXqumpQEozrMFe1wJI5Me+knOl4npnd73XrqeSwFzoGwRFeRh7ICDi4uXH RO9Q4knU5BPIYharUVNNUw== 0001193125-08-257845.txt : 20081222 0001193125-08-257845.hdr.sgml : 20081222 20081222120400 ACCESSION NUMBER: 0001193125-08-257845 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081222 DATE AS OF CHANGE: 20081222 GROUP MEMBERS: ANDREW M. WEISS, PH.D. GROUP MEMBERS: SPAC GP LLC GROUP MEMBERS: WEISS ASSET MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BBV Vietnam S.E.A. Acquisition Corp. CENTRAL INDEX KEY: 0001415586 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 383763315 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83787 FILM NUMBER: 081263034 BUSINESS ADDRESS: STREET 1: 61 HUE LANE STREET 2: HAI BA TRUNG DISTRICT CITY: HANOI STATE: Q1 ZIP: 10000 BUSINESS PHONE: 84-09-1332-3538 MAIL ADDRESS: STREET 1: 61 HUE LANE STREET 2: HAI BA TRUNG DISTRICT CITY: HANOI STATE: Q1 ZIP: 10000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISS CAPITAL LLC CENTRAL INDEX KEY: 0001357550 IRS NUMBER: 611451623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 29 COMMONWEALTH AVE. CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-7780 MAIL ADDRESS: STREET 1: 29 COMMONWEALTH AVE. CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 dsc13g.htm SCHEDULE 13-G Schedule 13-G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

BBV VIETNAM S.E.A. ACQUISITION CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Y0764A114

(CUSIP Number)

December 12, 2008

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 2 OF 8 PAGES


1.		NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEISS ASSET MANAGEMENT LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER 0
		6. SHARED VOTING POWER 2,785
		7. SOLE DISPOSITIVE POWER 0
		8. SHARED DISPOSITIVE POWER 2,785


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,785
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12.	TYPE OF REPORTING PERSON* 00 - Limited Liability Company


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 3 OF 8 PAGES


1.		NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEISS CAPITAL LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER 0
		6. SHARED VOTING POWER 361,140
		7. SOLE DISPOSITIVE POWER 0
		8. SHARED DISPOSITIVE POWER 361,140


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,140
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12.	TYPE OF REPORTING PERSON* 00 - Limited Liability Company


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 4 OF 8 PAGES


1.		NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SPAC GP LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER 0
		6. SHARED VOTING POWER 353,300
		7. SOLE DISPOSITIVE POWER 0
		8. SHARED DISPOSITIVE POWER 353,300


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,300
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12.	TYPE OF REPORTING PERSON* 00 - Limited Liability Company


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 5 OF 8 PAGES


1.		NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ANDREW M. WEISS, PH.D.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER 0
		6. SHARED VOTING POWER 363,925
		7. SOLE DISPOSITIVE POWER 0
		8. SHARED DISPOSITIVE POWER 363,925


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 363,925
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12.	TYPE OF REPORTING PERSON* IN


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 6 OF 8 PAGES

ITEM 1.

(a)

Name of Issuer: BBV VIETNAM S.E.A. ACQUISITION CORP.

(b)

Address of Issuer’s Principal Executive Offices:

61 Hue Lane, Hai Ba Trung District

Hanoi, Vietnam

ITEM 2.

(a)

and (c): Name and Citizenship of Persons Filing:

(i)

Weiss Asset Management LLC, a Delaware limited liability company (“Weiss Asset Management”).

(ii)

Weiss Capital LLC, a Delaware limited liability company (“Weiss Capital”).

(iii)

SPAC GP LLC, a Delaware limited liability company (“SPAC GP”).

(iv)

Andrew M. Weiss, Ph.D., a United States citizen.

(b):

Address of Principal Business Office:

Weiss Asset Management, Weiss Capital, SPAC GP, and Dr. Weiss have a business address of 29 Commonwealth Avenue, 10th Floor, Boston, MA 02116

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: Y0764A114

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1 (B), OR 13D-2 (B), CHECK WHETHER THE PERSON FILING IS A:

(a)

Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3 (a) (6) of the Act (15 U.S.C. 78c).

(c)

Insurance Company as defined in section 3 (a) (19) of the Act (15 U.S.C. 78c).

(d)

Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State

(f)

Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1 (b) (1) (ii) (F)

(g)

A Parent Holding Company or control person, in accordance with Section 240.13d-1 (b) (ii) (G) (Note: See Item 7)

(h)

A Savings Association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

A Church Plan that is excluded from the definition of an investment company under Section 3 (c) (14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)

Group, in accordance with Section 240.13d-1 (b) (1) (ii) (J)


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 7 OF 8 PAGES


ITEM 4.	OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item I.

	WEISS ASSET MANAGEMENT LLC*

	(a)	Amount Beneficially Owned: 2,785

	(b)	Percent of Class: 0.0%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,785

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,785

	WEISS CAPITAL LLC**

	(a)	Amount Beneficially Owned: 361,140

	(b)	Percent of Class: 5.6%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 361,140

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 361,140

	SPAC GP LLC***

	(a)	Amount Beneficially Owned: 353,300

	(b)	Percent of Class: 5.5%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 353,300

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 353,300

	ANDREW M. WEISS, PH.D.****

	(a)	Amount Beneficially Owned: 363,925

	(b)	Percent of Class: 5.6%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 363,925

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 363,925

*	Shares reported for Weiss Asset Management include shares beneficially owned by a private investment partnership of which Weiss Asset Management is the sole general partner.

**	Shares reported for Weiss Capital include shares beneficially owned by each of a private investment corporation and private investment partnership, of both of which Weiss Capital is the sole investment manager.

***	Shares reported for SPAC GP include shares beneficially owned by a private investment partnership, of which SPAC GP is the sole general partner.

****

Shares reported for Andrew Weiss include shares beneficially owned by a private investment partnership of which Weiss Asset Management is the sole general partner and which may be deemed to be controlled by Mr. Weiss, who is the Managing Member of Weiss Asset Management, and also include shares held by a private investment corporation and private investment partnership, both of which may be deemed to be controlled by Mr. Weiss, who is the managing member of Weiss Capital, the Investment Manager of such private investment corporation and private investment partnership. Dr. Weiss disclaims beneficial ownership of the shares reported herein as beneficially owned by him except to the extent of his pecuniary interest therein.

The percent of class computations are based on 9,468,750 shares of common stock outstanding, as reported in the Company’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on November 11, 2008.


CUSIP NO. Y0764A114		SCHEDULE 13G		PAGE 8 OF 8 PAGES



ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not Applicable

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not Applicable

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not Applicable

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP

Not Applicable

ITEM 10.		CERTIFICATION

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Dated: December 22, 2008


WEISS ASSET MANAGEMENT LLC

By:		/s/ Daniel Bradford
		Daniel Bradford, General Counsel

WEISS CAPITAL LLC

By:		/s/ Daniel Bradford
		Daniel Bradford, General Counsel

SPAC GP LLC

By:		/s/ Daniel Bradford
		Daniel Bradford, General Counsel

By:		/s/ Daniel Bradford
		Attorney-in-Fact for Andrew Weiss

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