6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF January, 2012

COMMISSION FILE NUMBER: 001-35035

Velti plc

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

First Floor, 28-32 Pembroke Street Upper

Dublin 2, Republic of Ireland

Attn: Alex Moukas, Chief Executive Officer

353 (0) 1234 2676

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  R Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No R

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

(a) Completion of CASEE Acquisition

On January 23, 2012, we completed the acquisition of the remaining equity ownership interest of the parent company of CASEE the largest mobile ad exchange and mobile ad network in China, such that CASEE became a wholly-owned subsidiary of Velti following the acquisition. In connection with the acquisition  Velti paid approximately $8.4 million in cash at closing. Depending on CASEE's performance, Velti may pay up to an additional $20.7 million over time by 2013.

(b) Retirement of Director

On January 23, 2012, we announced the retirement of Jerry Goldstein as a member of our board of director and all committees of the board, effective immediately. Mr. Goldstein will continue to advise the Company as a member of the Advisory Board.

This report contains a copy of Velti's press releases announcing the the acquisition of the remaining equity interest of the parent company of CASEE and the retirement of a director from the board.

EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated January 23, 2012: Velti Completes Acquisition of CASEE and Announces Retirement of Director

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VELTI PLC
(Registrant)
By:	/s/ Wilson W. Cheung
Name:	Wilson W. Cheung
Title:	Chief Financial Officer

Date: January 26, 2012

EX-99.1

EX 99.1

Velti Completes Acquisition of CASEE and Announces Retirement of Director

SAN FRANCISCO, Jan. 23, 2012 (GLOBE NEWSWIRE) -- Velti plc (Nasdaq:VELT), the leading global provider of mobile marketing and advertising technology, today announced that it has successfully completed the acquisition of the remaining equity ownership interest of the parent company of CASEE.

CASEE is the largest mobile ad exchange and mobile ad network in China and was founded in 2006 by Chief Executive Officer, Xin Ye and a team of successful technology entrepreneurs. Previously, Mr. Ye was founding Chief Technology Officer of Sohu.com, China's leading web portal, as well as Censoft, Microsoft's first joint venture in China. In 2008, Velti acquired 33 percent of CASEE, enabling Velti to execute campaigns for global brands in China, and forming an important piece of Velti's global expansion strategy.

Mr. Ye will continue to lead Velti's efforts in China through CASEE.

Velti paid approximately $8.4 million in cash for the remaining interest in CASEE. In addition, based upon the financial performance of CASEE, Velti may be required to pay total contingent consideration of up to $20.7 million in a mix of cash or shares at Velti's discretion. The contingent consideration is payable in two tranches, between now and mid-2013 following determination of certain financial results of CASEE for its fiscal years ending March 31, 2012 and March 31, 2013.

Retirement of Director

Separately, Velti also announced today that Jerry Goldstein, who has served as a member of the Company's Board of Directors since 2006, is retiring from the Board.

"On behalf of the Board and the Company, I thank Jerry for his many years of distinguished service to Velti and his tireless efforts to help position the Company for success," said Alex Moukas, Chief Executive Officer of Velti. "Jerry has long been a valued advisor to the company, and he will continue to be so in his new capacity as a member of Velti's advisory board."

About Velti

Velti is a leading global provider of mobile marketing and advertising technology and solutions that enable brands, advertising agencies, mobile operators and media to implement highly targeted, interactive and measurable campaigns by communicating with and engaging consumers via their mobile devices. The Velti platform, called Velti mGage(TM), allows customers to use mobile and traditional media to reach targeted consumers, engage the consumer through the mobile Internet and applications, convert them into customers and continue to actively manage the relationship through the mobile channel. Velti is a publicly held corporation based in Jersey, and trades on the NASDAQ Global Select Market under the symbol VELT. For more information, visit www.velti.com.

The Velti logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7438

Contact for Press and Analysts:

Velti plc

Wilson W. Cheung

Chief Financial Officer

wcheung@velti.com

Investor relations contact:

ICR

IR@velti.com