-----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, T7QANwMITlpx9JgAnIKeH2iyh4GfvmZYqjkyzRfzCuVST1CqTnmVBHpjn0GQXcFu B3Q6DfjdvYXOBrmcO/HeKA== 0000902664-11-000135.txt : 20110208 0000902664-11-000135.hdr.sgml : 20110208 20110208153628 ACCESSION NUMBER: 0000902664-11-000135 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FlatWorld Acquisition Corp. CENTRAL INDEX KEY: 0001499573 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 980666872 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85805 FILM NUMBER: 11582502 BUSINESS ADDRESS: STREET 1: PALM GROVE HOUSE, PALM GROVE PARK STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 12848521894 MAIL ADDRESS: STREET 1: PALM GROVE HOUSE, PALM GROVE PARK STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2W9 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2W9 SC 13G 1 p11-0307sc13g.htm FLATWORLD ACQUISITION CORP. p11-0307sc13g.htm

SECURITIES AND 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
FlatWorld Acquisition Corp.
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G35536120
(CUSIP Number)
 
December 10, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 the disclosures provided in a prior cover page.
 
The information required in 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.  G35536120
 
13G
Page 2 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Polar Securities Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
205,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
205,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12
TYPE OF REPORTING PERSON
IA



 
 
 
CUSIP No.  G35536120
 
13G
Page 3 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
North Pole Capital Master Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
205,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
205,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12
TYPE OF REPORTING PERSON
CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No.  G35536120
 
13G
Page 4 of 9 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
FlatWorld Acquisition Corp. (the “Company”).

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
PALM GROVE HOUSE, PALM GROVE PARK
 
ROAD TOWN
 
TORTOLA D8 VG1110

Item 2 (a),
2(b) and 2(c).
NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

 
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
 
(i)
North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G directly owned by it.
   
 
(ii)
Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws on Ontario, Canada, with respect to the Shares reported in this Schedule 13G directly owned by North Pole.
   
 
The citizenship of each of the Reporting Persons is set forth above.
   
 
The address of the principal business office of each of the Reporting Persons is 372 Bay Street, 21st floor, Toronto, Ontario  M5H 2W9, Canada.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Ordinary Shares (the "Shares")

Item 2(e).
CUSIP NUMBER:
   
 
G35536120


 
 
 
CUSIP No.  G35536120
 
13G
Page 5 of 9 Pages



Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act;
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act;
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940:  see Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G);
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
If this statement is filed pursuant to Rule 13d-1(c), check this box:  x


 
 
 
CUSIP No.  G35536120
 
13G
Page 6 of 9 Pages



Item 4.
OWNERSHIP.

 
Polar Securities Inc. serves as the investment manager to North Pole and a number of discretionary accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G.
 
 
Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
 
 
A.
Polar Securities
     
(a)
Amount beneficially owned:  205,000
     
(b)
Percent of class:  8.9%.  (All percentages herein are based on 2,295,500 Shares reported to be outstanding as of January 25, 2011 as reflected in the Form 6-K filed by the Company on January 25, 2011.)
     
(c)
Number of shares as to which such person has:
       
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  205,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  205,000

 
B.
North Pole
     
(a)
Amount beneficially owned:  205,000
     
(b)
Percent of class:  8.9%
     
(c)
Number of shares as to which such person has:
       
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  205,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  205,000


 
 
 
CUSIP No.  G35536120
 
13G
Page 7 of 9 Pages



Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
See Item 4.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
See Item 4.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
See Item 4.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its 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.


 
 
 
CUSIP No.  G35536120
 
13G
Page 8 of 9 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 8, 2011

 
Polar Securities Inc.
   
 
/s/ Paul Sabourin
 
Paul Sabourin
 
Chief Investment Officer
   
   
 
North Pole Capital Master Fund
 
By:  Polar Securities Inc.
   
 
/s/ Paul Sabourin
 
Paul Sabourin
 
Chief Investment Officer
   


 
 
 
CUSIP No.  G35536120
 
13G
Page 9 of 9 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  February 8, 2011

 
Polar Securities Inc.
   
 
/s/ Paul Sabourin
 
Paul Sabourin
 
Chief Investment Officer
   
   
 
North Pole Capital Master Fund
 
By:  Polar Securities Inc.
   
 
/s/ Paul Sabourin
 
Paul Sabourin
 
Chief Investment Officer
   




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