- Amended Statement of Beneficial Ownership (SC 13D/A)
June 10 2010 - 4:19PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 2)*
North Asia Investment
Corporation
(Name of
Issuer)
Common Stock, par value
$0.0001 per share
(Title of
Class of Securities)
G66202105
(CUSIP
Number)
Malibu
Partners LLC
15332
Antioch Street #528
Pacific
Palisades, CA 90272
Attention:
Kenneth J. Abdalla
Tel: 310-393-1370
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June 10,
2010
(Date of
Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o
.
Note.
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The
information required on 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
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.:
G66202105
NAME OF
REPORTING PERSON
|
|
1
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
|
|
|
|
Malibu
Partners, LLC
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE OF
FUNDS
|
|
|
|
PF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
California
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER - 0
|
SHARES
|
|
|
|
8
|
SHARED
VOTING POWER
-
558,881
|
OWNED
BY
|
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER - 0
|
PERSON
WITH
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
-
558,881
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
558,881
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.9%
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
OO
|
CUSIP
No.: G66202105
NAME OF
REPORTING PERSON
|
|
1
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
Malibu
Capital Partners, LLC
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
|
|
|
|
PF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
California
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER - 0
|
SHARES
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
-
1,094,024
|
OWNED
BY
|
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER - 0
|
PERSON
WITH
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER -
1,094,024
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.5%
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
OO
|
CUSIP
No.: G66202105
NAME OF
REPORTING PERSON
|
|
1
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
|
|
|
|
PF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER - 0
|
SHARES
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
-
1,652,905
|
OWNED
BY
|
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER - 0
|
PERSON
WITH
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
-
1,652,905
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
26.4%
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
IN
|
EXPLANATORY
NOTE
This
Amendment No. 2 to Schedule 13D (this “
Amendment No. 2
”) is being
filed with respect to the beneficial ownership of common stock, par value
$0.0001 per share (the “
Common
Stock
”), of North Asia Investment Corporation, a blank check Cayman
Islands exempted company with limited liability (the “
Company
” or the “
Issuer
”). This
Amendment No. 2 supplements Item 4 of the Schedule 13D (as amended) originally
filed on March 8, 2010.
ITEM
4. Purpose of Transaction.
Since
late April 2010, Mr. Abdalla has had approximately five meetings (in person or
telephonic) with certain of the Company’s founders to discuss Mr. Abdalla’s
preliminary proposal to either join the founders or acquire the founders’ stake
in the Company, with a view towards (i) seeking shareholder approval to extend,
by an additional 12 months, the period of time in which the Company may
consummate a business combination (currently such period is set to expire on
July 29, 2010) (the “
Proposed
Extension
”), and (ii) in fact consummating a business combination within
such extended time period.
As of the
date of this filing, the founders have not agreed on any transaction or other
arrangement with Mr. Abdalla, and have expressed to Mr. Abdalla their continued
intention to simply liquidate the Company and distribute the proceeds held in
the trust account to the Company’s public shareholders. However,
discussions between Mr. Abdalla and the founders are still ongoing and the
founders recently asked an intermediary to attempt to negotiate a transaction or
other arrangement with Mr. Abdalla, and Mr. Abdalla has since commenced
discussions with such intermediary.
Accordingly,
Mr. Abdalla’s current intention with respect to the Company is to (i) acquire
all of the shares of Common Stock currently owned by the Company’s founders in
order to take over control of the Company, (ii) seek the approval of the
Proposed Extension from the Company’s shareholders, and (iii) seek a new target
business with which to complete a business combination. Additionally,
Mr. Abdalla is willing to increase his beneficial ownership in the Company to
obtain the requisite shareholder approval of the Proposed Extension, and Mr.
Abdalla has met with two potential investors who have expressed their
willingness to acquire shares of Common Stock and vote those shares of Common
Stock in support of the Proposed Extension.
The
foregoing contains merely a description of certain events and an expression of
Mr. Abdalla’s current intention with respect to the Company. No
transaction or other arrangement has been agreed upon by or between Mr. Abdalla,
the Company’s founders or any other person regarding such
matters. There can be no assurance (i) that any transaction or other
arrangement will be agreed upon by or between Mr. Abdalla, the Company’s
founders or any other person, (ii) that the Proposed Extension will be put to a
shareholder vote, (iii) that shareholder approval of the Proposed Extension will
be obtained, or (iv) that the Company will complete any business combination
with any target business; nor can there be any assurance as to the terms of any
such transaction, other arrangement or business combination that may ultimately
be effected.
SIGNATURE
After reasonable 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.
Dated: June
10, 2010
|
|
|
|
|
KENNETH
J. ABDALLA
MALIBU
PARTNERS, LLC
MALIBU
CAPITAL PARTNERS, LLC
|
|
|
|
|
|
|
|
By:
/s/
Kenneth
J. Abdalla
|
|
|
|
Kenneth
J. Abdalla, for himself, and as Managing Member
of Malibu Partners and
Malibu Capital
|
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