6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2011

Commission File Number: 000-54173

FLATWORLD ACQUISITION CORP.

Palm Grove House

 Road Town

Tortola VG1110

British Virgin Islands

Tel: +1 (284) 545 6127

 (Address of Principal Executive Offices)

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

Form 20-F  Q                                     Form 40-F  £

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 ¨ No x 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   82-___.

Other Events

On December 15, 2010, FlatWorld Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 2,200,000 units (the “Units”). On January 25, 2011, the Company consummated the closing of an additional 95,500 Units pursuant to the exercise of the underwriters' over-allotment option. Each Unit consists of one ordinary share, no par value per share, and one warrant to purchase one ordinary share.  The representative of the underwriters has notified the Company that they will not be exercising the remaining portion of the over-allotment option (234,500 Units).

The Units were sold at an offering price of $10.00 per Unit, bringing total gross proceeds to the Company from the 2,295,500 Units sold in its IPO (including the 95,500 Units sold pursuant to the over-allotment option) to $22,955,000. A total of $23,374,785 (including the proceeds of a previously announced private placement) has been placed in trust.

A copy of the press release issued by the Company announcing the closing of the underwriters’ over-allotment option is included as Exhibit 99.1 to this Current Report on Form 6-K.

The Company’s pro forma balance sheet as of January 25, 2011 reflecting receipt of the proceeds of the over-allotment is included as Exhibit 99.2 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Exhibits
Exhibit 99.1	Press Release, dated January 25, 2011
Exhibit 99.2	Pro Forma Balance Sheet as of January 25, 2011

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 6-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	FLATWORLD ACQUISITION CORP.
January 25, 2011	By:
		/s/ Jeffrey A. Valenty
		Jeffrey A. Valenty
		President

EX-99.1

FLATWORLD ACQUISITION CORP. ANNOUNCES CLOSING OF OVER-ALLOTMENT OPTION

New York, NY and Road Town, Tortola, British Virgin Islands, January 25, 2011 – FlatWorld Acquisition Corp. (OTCBB: FTWAU) (the “Company”), a newly-organized blank check company formed for the purpose of acquiring or merging with an operating business in either the global business services sector or emerging Asian markets including China and India, announced today that it has closed the sale of 95,500 units subject to an over-allotment option granted to the underwriters in its initial public offering (“IPO”). Each unit consists of one ordinary share and one warrant to purchase one ordinary share. The Units were sold at an offering price of $10.00 per unit, bringing total gross proceeds to the Company from the 2,295,500 Units sold in its IPO (including the 95,500 sold pursuant to the over-allotment option) to $22,955,000. A total of $23,374,785 (including the proceeds of a previously announced private placement) has been placed in trust.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM) acted as book-running manager of the offering.  EarlyBirdCapital, Inc. and Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE Amex: LTS), acted as co-managers of the offering.  Ellenoff Grossman & Schole LLP acted as counsel to the Company, Forbes Hare acted as British Virgin Islands counsel to the Company and Loeb & Loeb LLP acted as legal counsel to the underwriters.

Rodman & Renshaw, LLC has notified the Company that it will not be exercising its option with regard to the remaining 234,500 Units subject to the over-allotment option.

The offering of these securities will be made only by means of a prospectus. A registration statement relating to the units and the underlying securities (including those sold pursuant to the over-allotment) was declared effective by the Securities and Exchange Commission on December 9, 2010. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Copies of the final prospectus relating to the offering dated December 9, 2010, may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus related to this offering may be obtained from Rodman & Renshaw, LLC, Prospectus Department, 1251 Avenue of the Americas, New York, NY, 10020, telephone: 212-430-1710 or email: prospectus@rodm.com.

About FlatWorld Acquisition Corp.

FlatWorld Acquisition Corp. is a newly-organized blank check company formed for the purpose of acquiring or merging with an operating business in either the global business services sector or emerging Asian markets including China and India.  The Company’s target business will not be limited to a particular industry, geographic region, or a minimum transaction value.

Company Contact:

Contact: Raj K. Gupta

Chief Executive Officer

212-796-4003

RGupta@FlatWorldCapital.com

EX-99.2

FlatWorld Acquisition Corp.

(a corporation in the development stage)

BALANCE SHEET

as of January 25, 2011

		As of December 15, 2010		Pro Forma Adjustments		Pro Forma Totals
ASSETS
Current assets
Cash	$	418,832	$	(74,248)	$	344,584
Prepaid expense		12,500		(1,042)		11,458
Total current assets		431,332		(75,290)		356,042
Restricted  cash held in Trust Account		22,440,000		934,786		23,374,786
Total assets	$	22,871,332	$	859,496	$	23,730,828
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	74,273	$	(74,194)	$	80
Deferred legal fee		50,000		—		50,000
Deferred underwriting fee		181,253		1,386		182,638
Total liabilities		305,526		(72,808)		232,718
Ordinary shares which may be redeemed, 1,683,000 ordinary shares or 1,775,987 ordinary shares as adjusted, at redemption price)		17,166,600		918,046		18,084,646
Shareholders’ equity
Preferred shares, no par value; 5,000,000 shares authorized; no shares issued and outstanding		—		—		—
Ordinary shares, no par value, unlimited shares authorized; 2,832,500 shares issued and outstanding, 2,869,375 as adjusted (1,683,000 ordinary shares or 1,775,987 ordinary shares as adjusted, subject to possible redemption)		3,907,518		14,312		3,921,830
Additional paid-in capital		1,500,000		—		1,500,000
Deficit accumulated during development stage		(8,312)		(55)		(8,367)
Total shareholders’ equity		5,399,206		14,257		5,413,463
Total liabilities and shareholders’ equity	$	22,871,332	$	859,496	$	23,730,828