F-1MEF

As filed with the Securities and Exchange Commission on December 9, 2010                                                           File No: 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FlatWorld Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands	6770	N/A
(State or other jurisdiction of  incorporation or organization)	(Primary Standard Industrial  Classification Code Number)	(I.R.S. Employer Identification Number)

Palm Grove House

 Road Town

Tortola VG1110

British Virgin Islands

Tel: +1 (284) 545 6127

 (Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Jeffrey A. Valenty

c/o Ellenoff Grossman & Schole LLP

150 East 42nd Street, 11^th Floor

New York, New York 10017

Tel: (212) 370-1300

 (Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies to:

Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 150 East 42nd Street New York, New York 10017 Tel: (212) 370-1300 Fax: (212) 370-7889 José Santos, Esq. Forbes Hare Palm Grove House PO Box 4649 Road Town Tortola VG1110 British Virgin Islands Tel: +1 (284) 494 1890 Fax: +1 (284) 494 1316 Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue
New York, New York 10154 Tel: (212) 407-4000 Fax: (212) 407-4990

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of the registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-169860

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Unit (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Units, each consisting of one ordinary share, no par value, and one Warrant (2)		230,000		$10.00		$2,300,000		$163.99
Ordinary shares included as part of the Units (2)		230,000		—		—		—	(4)
Warrants included as part of the Units (2)		230,000		—		—		—	(4)
Ordinary shares underlying the Warrants included in the Units (2)(5)		230,000		$11.00		$2,530,000		$180.39
Ordinary shares included as part of the underwriters’ unit purchase option (3)		8,000		$12.50		$100,000		$7.13
Warrants included as part of the underwriters’ unit purchase option (3)		8,000		—		—		—	(4)
Ordinary shares underlying the Warrants included in the underwriters’ unit purchase option (3) (5)		8,000		$11.00		$88,000		$6.28
Total						$5,018,000		$357.79

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Includes 30,000 units, 30,000 ordinary shares and 30,000 warrants underlying such units, which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.  The $2,300,000 proposed maximum aggregate offering price is in addition to the $23,000,000 proposed maximum aggregate offering price registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-169860).
(3)	Includes 8,000 units, 8,000 ordinary shares and 8,000 warrants underlying the underwriters’ 1 unit purchase option previously registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-169860).  The $100,000 proposed maximum aggregate offering price is in addition to the $1,000,000 proposed maximum aggregate offering price registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-169860).
(4)	No fee pursuant to Rule 457(g).
(5)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.  The $2,530,000 proposed maximum aggregate offering price of the ordinary shares underlying the warrants being issued as part of the units is in addition to the $25,300,000 proposed maximum aggregate offering price registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-169860).  Additionally, the $88,000 proposed maximum aggregate offering price of the ordinary shares underlying the warrants being issued as part of the units contained in the underwriters’ unit purchase option is in addition to the $880,000 proposed maximum aggregate offering price registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-169860) Registration fees for both the ordinary shares underlying the units and the ordinary shares underlying the units included in the underwriters’ unit purchase option were previously paid in connection with that Registration Statement.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Rule 462(b)”), and includes the registration statement facing page, this page, the signature page, an exhibit index and exhibits. Pursuant to Rule 462(b), the contents of the registration statement (the “Initial Registration Statement”) on Form F-1 (File No. 333-169860) of FlatWorld Acquisition Corp. (the “Registrant”), including the exhibits thereto, are incorporated by reference into this registration statement.

The Registrant hereby certifies that: (i) on or before October 12, 2010 the Registrant paid to the Securities and Exchange Commission (the “Commission”) $6,261.23 in connection with Registrant’s Initial Registration Statement based on an aggregate value of securities registered of $87,815,100, (ii) on November 10, 2010 and in connection with Registrant’s third amendment to the Initial Registration Statement, the fee due the Commission was reduced to $3,577.83 as a result of the reduction in the aggregate value of securities registered to $50,180,100, (iii) as a result of such reduction in aggregate value of securities registered, a credit with the Commission of $2,683.40 was established with the Commission for use as specified in Rule 457(b) and (iv) pursuant to Rule 457(b), Registrant is now using $357.79 of its credit with the Commission.  As a result of the foregoing, Registrant owes no fee for the registration of the securities represented by this registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

All exhibits filed with or incorporated by reference in Registration Statement 333-169860 are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement, except for the following, which are filed herewith.

Exhibit No.	Description
5.1	Opinion of Forbes Hare
5.2	Opinion of Ellenoff Grossman & Schole LLP
23.1	Consent of Rothstein Kass & Company
23.2	Consent of Forbes Hare (included in Exhibit 5.1).
23.3	Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)
24.1	Power of Attorney (included on signature page)

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form F-1and has duly caused registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the British Virgin Islands, on this 9th day of December, 2010.

FLATWORLD ACQUISITION CORP.

By:  /s/ Raj K. Gupta                       

        Name:  Raj K. Gupta

        Title:  Chief Executive Officer

(principal executive officer)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raj K. Gupta his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Name		Position		Date
/s/ Raj K. Gupta                              Raj K. Gupta		Chief Executive Officer (principal executive officer), Secretary and Director		December 9, 2010
/s/ Jeffrey A. Valenty                      Jeffrey A. Valenty		President, Office of the Chief Executive, Chief Financial Officer (principal accounting officer), Treasurer and Director		December 9, 2010
/s/ Gilbert H. Lamphere                  Gilbert H. Lamphere		Chairman of the Board of Directors and Office of the Chief Executive		December 9, 2010
/s/ Shri Krishan Gupta                     Shri Krishan Gupta		Assistant Secretary and Director		December 9, 2010

Authorized Representative in the United States:

By: /s/ Jeffrey A. Valenty               
Name: Jeffrey A. Valenty
Title: President, Office of the Chief Executive, Chief Financial Officer, Treasurer and Director
Date: December 9, 2010

EX-5.1

Forbes Hare

Palm Grove House · P.O. Box 4649

Road Town · Tortola · VG1110

British Virgin Islands

T: +1 284 494 1890 F: +1 284 494 1316

www.forbeshare.com

EXHIBIT 5.1 OPINION TO SEC

FlatWorld Acquisition Corp.

FH Chambers

Road Town

Tortola

VG 1110

British Virgin Islands

December 9, 2010

Dear Sirs

FlatWorld Acquisition Corp. (the "Company")

We have acted as special British Virgin Islands counsel to the Company to provide this legal opinion with respect to the legality of certain securities being registered in connection with the registration statement (“Registration Statement”) on Form F-1 filed today with the Securities and Exchange Commission (the "Commission") by the Company under the United States Securities Act of 1933, as amended (the "Act").  The Registration Statement and the related registration statement (Registration number 333-169860) (collectively, the "Registration Statements") relate to the offering and sale of up to (i) 2,530,000 units ("Units"), with each Unit consisting of one ordinary share, no par value per share (the "Shares"), and one warrant to purchase one Share (the "Warrants") to the underwriters for whom Rodman & Renshaw (the "Repres entative") is acting as representative of the underwriters (collectively, the "Underwriters"); (ii) all Shares and all Warrants issued as part of the Units; and (iii) all Shares issuable upon exercise of the Warrants included in the Units.  Additionally, the Company is providing the Representative with one (1) Unit Purchase Option (the “Purchase Option”) pursuant to which the Representative shall have the right to purchase for its own account or that of its designees up to an aggregate of 88,000 Units (the “PO Units”), with each PO Unit consisting of one ordinary share and one Warrant (the “PO Warrants”).  

1  

DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following documents and have examined such other documents and considered such legal matters as we have deemed necessary for the purpose of rendering this legal opinion:

1.1  

The written resolutions of the board of directors of the Company dated 25 October 2010 (the "Resolutions").

1.2  

A registered agent’s certificate dated 25 October 2010, issued by FH Corporate Services Ltd,   the Company’s registered agent (the "Registered Agent’s Certificate").

1.3  

The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 25 October 2010 including:

1.3.1  

the Company’s Certificate of Incorporation; and

1.3.2  

the Company’s amended and restated Memorandum and Articles of Association.

 1.4  

a Certificate of Good Standing issued by the Registrar of Corporate Affairs in the British

Virgin Islands (the "Certificate of Good Standing");

1.5  

a certificate from a director of the Company (the "Director's Certificate");

1.6  

the Registration Statements;

1.7  

a draft of the warrant agreement and the warrant certificate (the "Warrant Documents")

constituting the Warrants; and

1.8  

a draft of the unit certificates (the "Unit Certificates") constituting the Units.

2  

ASSUMPTIONS

In giving this opinion we have assumed (without further verification) the completeness and accuracy of the Registered Agent’s Certificate and the Director's Certificate as to the factual statements made therein. We have also relied upon the following assumptions, which we have not independently verified:

2.1  

the Warrant Documents and the Units and the Unit Certificates have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands);

2.2  

the Warrant Documents, the Units and the Unit Certificates are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the British Virgin Islands);

2.3  

the choice of the laws of the State of New York as the governing law of the Warrant Documents and the Units has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the British Virgin Islands);

2.4  

copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

2.5  

all signatures, initials and seals are genuine;

2.6  

the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the British Virgin Islands) to enter into, execute, deliver and perform their respective obligations under the Warrant Documents and the Unit Certificates.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion. 

3  

OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1  

The Company is a company limited by shares duly incorporated under the BVI Business Companies Act, 2004 (the "BC Act"), in good standing at the Registry of Corporate Affairs and validly existing under the laws of the British Virgin Islands, and possesses the capacity to sue and be sued in its own name.

3.2  

The Shares to be offered and sold by the Company as contemplated by the Registration Statements have been duly authorised for issue, and when issued by the Company against payment in full, of the consideration, in accordance with the terms set out in the Registration Statements and the terms of the underwriting agreement referred to in the Registration Statements and duly registered in the Company’s register of members (shareholders), such Shares will be validly issued, fully paid and non-assessable.

3.3

The Units, the Purchase Option Units and the Shares underlying the Purchase Option Units as contemplated by the Registration Statements have been duly authorised for issue, and when issued by the Company against payment in full, of the consideration, in accordance with the terms set out in the Registration Statements and duly registered will be validly issued, fully paid and non-assessable.

3.4  

The execution and delivery of the Warrant Documents and the issue and offer of the Units and the issue of the Unit Certificates by the Company has been authorised by and on behalf of the Company and, assuming the Warrant Documents and Unit Certificates will be executed and delivered by any Director or authorised officer of the Company, the Warrant Documents and Unit Certificates will be duly executed and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. 

4  

QUALIFICATIONS

The opinions expressed above are subject to the following qualifications:

4.1  

The term "enforceable" as used above means that the obligations assumed by the Company under the Warrant Documents and the Units are of a type which the courts of the British Virgin Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

4.1.1  

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

4.1.2  

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

4.1.3  

where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

4.1.4  

some claims may become barred under the statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

4.2  

To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

 4.3  

Under the BC Act, the register of members of a British Virgin Islands company is by statute regarded as prima facie evidence of any matters which the BC Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

4.4  

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

4.5  

This opinion is confined to and given on the basis of the laws of the British Virgin Islands at the date hereof and as currently applied by the courts of the British Virgin Islands. We have not investigated and we do not express or imply nor are we qualified to express or imply any opinion on the laws of any other jurisdiction. 

We hereby consent to filing of this opinion as an exhibit to the Registration Statements. In the giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ Forbes Hare

Forbes Hare

{00143810.DOC.2}

EX-5.2

Exhibit 5.2

ELLENOFF GROSSMAN & SCHOLE LLP

150 EAST 42^ND STREET

NEW YORK, NEW YORK 10017

TELEPHONE: (212) 370-1300    FACSIMILE: (212) 370-7889

www.egsllp.com

December 9, 2010

FlatWorld Acquisition Corp.

Palm Grove House, Palm Grove Park

Road Town, Tortola

VG1110, British Virgin Islands

Re:

Registration Statement of FlatWorld Acquisition Corp.

Ladies and Gentlemen:

In connection with the registration statement on Form F-l (the “Registration Statement”) filed today with the Securities and Exchange Commission by FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), under the Securities Act of 1933, as amended (the “Act”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement.  The Registration Statement and the related registration statement (Registration No. 333-169860) (collectively, the “Registration Statements”) relate to the registration under the Act of up 2,530,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of: (i) one ordinary share of the Company and (ii) one warrant to purchase one ordinary share of the Company (the “Warrants& #148;).  Additionally, the Company is providing to Rodman & Renshaw, LLC (“Rodman”) one (1) Unit Purchase Option (the “Purchase Option”) pursuant to which Rodman shall have the right to purchase for its own account or that of its designees up to an aggregate of 88,000 Units (the “PO Units”), with each PO Unit consisting of one ordinary share and one Warrant (the “PO Warrants”).

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

Based upon the foregoing, we are of the opinion that:

1.

Units. When the Registration Statements become effective under the Act and when the offering is completed as contemplated by the Registration Statements, such Units will be validly issued, fully paid and non-assessable.

2.

Warrants. When the Registration Statements become effective under the Act, when the terms of the warrant agreement under which the Warrants are to be issued (the “Warrant Agreement”) are duly established and the Warrant Agreement is duly executed and delivered, when the terms of the Warrants underlying the Units and of their issuance and sale are duly established in conformity with the Warrant Agreement and when such Warrants are duly executed and authenticated in accordance with the Warrant Agreement and issued, delivered and paid for as part of the Units, as contemplated by the Registration Statements, such Warrants will be duly issued, fully paid and non-assessable and will be legally binding obligations of the Company in accordance with their terms except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general e quitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Exceptions”).

3.

Purchase Option. When the Registration Statements become effective under the Act, when the terms of the Purchase Option and of its issuance and sale are duly established and the Purchase Option is duly executed and issued, delivered, sold and paid for, as contemplated by the Registration Statements, such Purchase Option will be validly issued, fully paid and non-assessable and will be a legally binding obligation of the Company in accordance with its terms, except as limited by the Exceptions.

4.

PO Units. When the Registration Statements become effective under the Act, when the terms of the PO Units and of their issuance and sale are duly established, and when such PO Units are duly executed and issued, delivered, sold and paid for upon exercise of the Purchase Option, as contemplated by the Purchase Option and the Registration Statements, such PO Units will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company in accordance with their terms except as limited by the Exceptions.

5.

PO Warrants. When the Registration Statements become effective under the Act, when the terms of the Warrant Agreement are duly established and the Warrant Agreement is duly executed and delivered, when the terms of the PO Warrants underlying the PO Units and of their issuance and sale are duly established in conformity with the Warrant Agreement and when such PO Warrants are duly executed and authenticated in accordance with the Warrant Agreement and issued, delivered, sold and paid for as part of the PO Units, as contemplated by the Purchase Option and the Registration Statement the PO Warrants will be validly issued, fully paid and non-assessable, and will be legally binding obligations of the Company in accordance with their terms except as limited by the Exceptions.

Notwithstanding anything in this letter which might be construed to the contrary, our opinion expressed herein is limited to the internal laws of the State of New York.  We express no opinion with respect to the applicability to, or the effect on, the subject transaction of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.  The opinion expressed herein is based upon the law of the State of New York in effect on the date hereof, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should such law be changed by legislative action, judicial decision, or otherwise.  Except as expressly set forth in our opinion above: (i) we express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof, and (ii) we express no opinion as to compliance with any other federa l or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

We hereby consent to the use of this opinion as an exhibit to the Registration Statements, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Ellenoff Grossman & Schole LLP_____

     Ellenoff Grossman & Schole LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
FlatWorld Acquisition Corp.

We consent to the incorporation by reference in this Registration Statement on Form F-1 of our report dated December 3, 2010, which report appears in the Prospectus, which is part of the Registration Statement on Form F-1, File No. 333-169860.

/s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey
December 9, 2010