SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

FLATWORLD ACQUISITION CORP.

(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))

Ordinary Shares, no par value

 (Title of Class of Securities)

G35536104

(CUSIP Number of Class of Securities)

Jeffrey A. Valenty

c/o FlatWorld Capital LLC

220 East 42^nd Street, 29^th Floor

New York, New York 10017

Attn: Jeffrey A. Valenty, President

(212) 796-4012

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:

Douglas S. Ellenoff, Esq.

Ellenoff Grossman & Schole LLP

150 East 42nd Street

New York, New York 10017

(212) 370-1300

(212) 370-7889 (fax)

CALCULATION OF FILING FEE
Transaction valuation*	Amount of filing fee**
$8,398,500	$962.47

* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the purchase of a total of 825,000 ordinary shares of FlatWorld Acquisition Corp., no par value, at the tender offer price of $10.18 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act, as modified by Fee Rate Advisory No. 3 for fiscal year 2012, equals $114.60 per million dollars of the transaction valuation.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $962.47	Filing Party: FlatWorld Acquisition Corp.
Form or Registration No.: Schedule TO-I	Date Filed:   July 30, 2012

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check  the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

SCHEDULE TO

FlatWorld Acquisition Corp., a British Virgin Islands business company with limited liability (“FlatWorld” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2012 (together with all amendments and supplements thereto, the “Schedule TO”).  The Schedule TO, as further amended by this Amendment No. 5, relates to the offer by FlatWorld to purchase for cash up to 825,000 of its ordinary shares, no par value (“Ordinary Shares”), at a price of $10.18 per share, net to the seller in cash, without interest (the “Share Purchase Price”) for an aggregate purchase price of up to $8,398,500 upon the terms and subject to certain conditions set forth in the Amended and Restated Offer to Purchase dated August 20, 2012 (as amended and supplemented, the “Offer to Purchase”), previously filed as Exhibit (a)(1)(F) to the Schedule TO and the Amended and Restated Letter of Transmittal previously filed as Exhibit (a)(1)(G) to the Schedule TO (which, as amended or supplemented from time to time, together constitute the offer (the “Offer”)). The Offer, as extended, expires at 5:00 p.m., New York City time, on Thursday, September 6, 2012, unless the Offer is extended or earlier terminated.  The following amendments to the Items of the Schedule TO are hereby made. Except as otherwise set forth below, the information included in Schedule TO, as further amended and supplemented by this Amendment No. 5 to the Schedule TO, remains unchanged and is incorporated by reference herein to the items in this Amendment No. 5.  This Amendment No. 5 to Schedule TO, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.  

Items 1 through 11.

      On August 30, 2012, the Company issued a press release announcing the extension of the Offer to 5:00 p.m., New York City time, on Thursday, September 6, 2012. A copy of the press release is filed as Exhibit (a)(5)(G) to the Schedule TO and is incorporated herein by reference. 

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Item 12.  Exhibits.

Item 12 is hereby amended and supplemented by adding the following exhibit:

Exhibit Number	Description
(a)(5)(G)	Press Release dated August 30, 2012.

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SIGNATURE

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

FLATWORLD ACQUISITION CORP.
By:	/s/ Jeffrey A. Valenty
	Jeffrey A. Valenty
	President

Date:  August 30, 2012.

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(A)*	Offer to Purchase dated July 30, 2012.
(a)(1)(B)*	Letter of Transmittal To Tender Ordinary Shares.
(a)(1)(C)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(F)*	Amended and Restated Offer to Purchase dated August 20, 2012.
(a)(1)(G)*	Amended and Restated Letter of Transmittal To Tender Ordinary Shares, as of August 20, 2012.
(a)(1)(H)*	Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, as of August 20, 2012.
(a)(1)(I)*	Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, as of August 20, 2012.
(a)(5)(A)*	Press Release dated July 30, 2012.
(a)(5)(B)*	Script of joint conference call held on August 1, 2012.
(a)(5)(C)*	Presentation Materials.
(a)(5)(D)*	Revised Presentation Materials as of August 20, 2012.
(a)(5)(E)*	Press Release dated August 20, 2012.
(a)(5)(F)*	Revised Presentation Materials as of August 27, 2012.
(a)(5)(G)	Press Release dated August 30, 2012.
(d)(1)*	Underwriting Agreement, dated December 9, 2010, by and between FlatWorld Acquisition Corp. and Rodman & Renshaw, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).
(d)(2)*	Warrant Agreement dated December 9, 2010, by and between Continental Stock Transfer & Trust Company and FlatWorld Acquisition Corp. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).
(d)(3)*	Investment Management Trust Agreement dated December 9, 2010, by and between Continental Stock Transfer & Trust Company and FlatWorld Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).
(d)(4)*	Registration Rights Agreement dated December 9, 2010, by and between FlatWorld Acquisition Corp. and FWAC Holdings Limited (incorporated by reference to Exhibit 10.2 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).

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(d)(5)*		Letter Agreement dated December 9, 2010, by and between FlatWorld Acquisition Corp. and FWAC Holdings Limited (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).
(d)(6)*		Amendment No. 4 to the Warrant Subscription Agreement dated December 9, 2010 by and between FlatWorld Acquisition Corp. and FWAC Holdings Limited (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).
(d)(7)*		Administrative Services Agreement dated December 9, 2010 by and between the FlatWorld Acquisition Corp. and FWC Management Services Ltd. (incorporated by reference to Exhibit 10.6 to the Form 6-K filed by FlatWorld Acquisition Corp. on December 15, 2010).
(d)(8)*		Agreement and Plan of Reorganization, by and among FlatWorld Acquisition Corp., FTWA Orchid Merger Sub LLC, FWAC Holdings Limited, Orchid Island Capital, Inc., Bimini Capital Management, Inc. and Bimini Advisors, LLC, dated July 26, 2012 (incorporated by reference to Exhibit 2.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(9)*	FWAC Holdings Share Repurchase Agreement between FlatWorld Acquisition Corp. and FWAC Holdings Limited dated July 26, 2012 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(10)*	Form of Registration Rights Agreement by and among FlatWorld Acquisition Corp. and Bimini Capital Management, Inc. (incorporated by reference to Exhibit 10.2 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(11)*	Form of Lock-Up Agreement between Bimini Capital Management, Inc. and FWAC Holdings Limited (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(12)*	Sixth Amended and Restated Memorandum and Articles of Association of FlatWorld Acquisition Corp. dated July 25, 2012 (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(13)*	Seventh Amended and Restated Memorandum and Articles of Association of FlatWorld Acquisition Corp. dated July 26, 2012 (incorporated by reference to Exhibit 3.2 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(14)*	Terms of Class A Preferred Shares of FlatWorld Acquisition Corp. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(15)*	Form of Warrant Agreement between FlatWorld Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.7 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(16)*	Form of New Warrant to be issued to FWAC Holdings Limited (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(17)*	Form of Management Agreement by and between FlatWorld Acquisition Corp. and Bimini Advisors, LLC (incorporated by reference to Exhibit 10.5 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).

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(d)(18)*	Form of Investment Allocation Agreement by and among FlatWorld Acquisition Corp., Bimini Advisors, LLC and Bimini Capital Management, Inc. (incorporated by reference to Exhibit 10.6 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(19)*	Form of Amended and Restated Registration Rights Agreement between FlatWorld Acquisition Corp. and FWAC Holdings Limited (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(d)(20)*	Letter Agreement dated July 24, 2012 by and between FlatWorld Acquisition Corp., Rodman & Renshaw, LLC, EarlyBirdCapital, Inc. and Ladenburg Thalmann & Co. (incorporated by reference to Exhibit 10.8 to the Form 6-K filed by FlatWorld Acquisition Corp. on July 30, 2012).
(g)		Not applicable.
(h)		Not applicable.

*Previously filed.

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EX-99.A5G

Exhibit (a)(5)(G)

For Immediate Release

FLATWORLD ACQUISITION CORP.

FLATWORLD ACQUISITION CORP. ANNOUNCES

EXTENSION OF TENDER OFFER

New York, New York, August 30, 2012 – FlatWorld Acquisition Corp. (the “Company” or “FlatWorld”) (OTCQB: FWLAF) today announced that its previously announced tender offer, as amended (the “Tender Offer”) has been extended until 5:00 p.m., New York City time, on September 6, 2012, unless further extended or earlier terminated. The Tender Offer was previously scheduled to expire at 5:00 p.m., New York City time, on August 30, 2012. However, the number of ordinary shares that were tendered as of August 30, 2012 exceeded the maximum allowable amount that would permit the Company to satisfy one of the conditions of the Tender Offer. The completion of the Tender Offer is a condition to the Company’s previously announced business transaction with Orchid Island Capital, Inc. (the “Orchid Island”). The extension is being made for the purpose of providing holders of ordinary shares with additional time to evaluate the Company’s business transaction with Orchid Island and make a decision with respect to the Tender Offer. Except for such extension, all of the terms and conditions set forth in the Tender Offer materials remain unchanged. Shareholders who support the Company’s business transaction with Orchid Island should not tender their ordinary shares in the Tender Offer, and if they have previously done so, should withdraw such tendered shares prior to 5:00 p.m., New York City time, on September 6, 2012.

Tenders of FlatWorld’s ordinary shares must be made prior to the expiration of the Tender Offer and may be withdrawn at any time prior to the expiration of the Tender Offer in accordance with the procedures described in the previously provided Tender Offer materials. The Tender Offer is subject to conditions and other terms set forth in the amended and restated offer to purchase, dated August 20, 2012, (as amended and supplemented, the “Offer to Purchase”) and other Tender Offer materials (as they may be amended or supplemented) that have been distributed to FlatWorld’s shareholders. In particular, the Tender Offer is conditioned on, among other things, that the business transaction, in FlatWorld’s reasonable judgment, is capable of being consummated contemporaneously with the Tender Offer and no more than 825,000 ordinary shares are validly tendered and not properly withdrawn.

The last reported trading price of FlatWorld’s ordinary shares on the OTCQB  on August 30, 2012 was $10.14 per share. As of August 30, 2012, 1,459,526 ordinary shares have been validly tendered and not properly withdrawn.

Morrow & Co., LLC is acting as the information agent, and the depositary is Continental Stock Transfer & Trust Company.   For questions and information, please call the information agent toll free at (800) 662-5200 (banks and brokers call (203) 658-9400).

This announcement is for informational purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell ordinary shares of FlatWorld.  The solicitation of offers to buy ordinary shares of FlatWorld will only be made pursuant to the Offer to Purchase, the amended Letter of Transmittal, and other related documents that FlatWorld has distributed to its shareholders.  The Tender Offer materials contain important information that should be read carefully before any decision is made with respect to the Tender Offer.  Those materials were distributed by FlatWorld to FlatWorld’s shareholders at no expense to them.  In addition, all of those materials (and all other offer documents filed with the Securities and Exchange Commission (the “SEC”)) are available at no charge on the SEC’s website atwww.sec.govand from the information agent.

About FlatWorld

FlatWorld is a blank check or special purpose acquisition company formed as a British Virgin Islands business company with limited liability on June 25, 2010 specifically for the purpose of acquiring, engaging in a share

exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business transaction with one or more operating businesses or assets.  A registration statement for FlatWorld’s initial public offering (“IPO”) was declared effective on December 9, 2010.  On December 15, 2010, FlatWorld consummated the sale of 2,200,000 units at $10.00 per unit, each unit consisting of one ordinary share and one warrant to purchase one ordinary share at an exercise price of $11.00 per share, and, on January 25, 2011, consummated the sale of an additional 95,500 units pursuant to the exercise of its underwriters’ over-allotment option.  Aggregate proceeds of $23,374,786 from the IPO and the $1,500,000 raised in a concurrent private placement to FlatWorld’s sponsor were placed in a trust account pending completion of FlatWorld’s initial business transaction.

Forward-Looking Statements   

Some of the statements in this release may constitute forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “project,” “target,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. Forward-looking statements relating to the proposed transaction with Orchid Island include, but are not limited to: statements about the expected timing of completion of the transaction and other statements relating to the transaction that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the transaction, these factors include, but are not limited to: the risk that more than 825,000 ordinary shares will be validly tendered by FlatWorld’s shareholders and not properly withdrawn prior to the expiration date of the Tender Offer, which would cause FlatWorld to be unable to consummate the proposed transaction with Orchid Island; the risk that governmental and regulatory review of the Tender Offer documents may delay the transaction with Orchid Island or result in the inability of the transaction to be consummated by September 9, 2012, resulting in FlatWorld’s liquidation in accordance with its charter, if not otherwise extended, and the length of time necessary to consummate the proposed transaction; the risk that a condition to consummation of the merger of Orchid Island with and into FTWA Orchid Merger Sub, LLC, a wholly owned subsidiary of FlatWorld, may not be satisfied or waived; the risk that the anticipated benefits of the transaction may not be fully realized or may take longer to realize than expected; or disruption from the transaction making it more difficult for Orchid Island to maintain relationships with lenders. These risks, as well as other risks associated with the transaction, are more fully discussed in the Schedule TO (as amended and supplemented) that FlatWorld has filed with the SEC in connection with the Tender Offer. Additional risks and uncertainties are identified and discussed in FlatWorld’s reports filed or to be filed with the SEC and available at the SEC's website at www.sec.gov. Forward-looking statements included in this release speak only as of the date of this release. If any of these risks or uncertainties materialize or if any assumptions prove incorrect, results could differ materially from those expressed by such forward-looking statements. FlatWorld undertakes and assumes no obligation, and does not intend, to update these forward-looking statements, except as required by law.

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CONTACT:

FlatWorld Acquisition Corp.

Jeffrey A. Valenty, President

(212) 796-4012