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. 1)*
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)
April 13,
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
1.
|
NAME
OF REPORTING PERSON
|
|
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 558,881
|
OWNED
BY
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE
POWER - 0
|
REPORTING
|
|
|
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
1
|
NAME
OF REPORTING PERSON
|
|
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
9
|
SOLE
DISPOSITIVE
POWER - 0
|
REPORTING
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER - 1,094,024
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,094,024
|
|
|
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
1
|
NAME
OF REPORTING PERSON
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
Kenneth
J. Abdalla
|
|
|
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United
States
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER - 0
|
SHARES
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING
POWER - 1,652,905
|
OWNED
BY
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE
POWER - 0
|
REPORTING
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER - 1,652,905
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,652,905
|
|
|
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. 1 to Schedule 13D amends and restates in its entirety the Schedule
13D previously filed on March 8, 2010 (the “
Original 13D
”).
ITEM
1.
|
Security
and Issuer.
|
The class
of equity securities to which this Statement relates is the 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
”), with its principal
executive offices located at Jongro Tower 18F, 6 Jongro 2-ga, Jongro-gu, Seoul,
Korea.
ITEM
2.
|
Identity
and Background.
|
(a)-(c)
and (f) The names of the persons filing this Statement (the “
Reporting Persons
”) are: (1)
Malibu Partners LLC, a California limited liability company (“
Malibu Partners
”); (2) Malibu
Capital Partners LLC, a California limited liability company (“
Malibu Capital
”); and (3)
Kenneth J. Abdalla, a United States Citizen (“
Mr. Abdalla
”). Mr.
Abdalla is the Managing Member of Malibu Partners and Malibu
Capital. The principal business of each of Malibu Partners, Malibu
Capital and Mr. Abdalla is investing and trading in securities and financial
instruments for its own account.
(d)–(e) During
the last five years, none of the Reporting Persons has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM
3.
|
Source
and Amount of Funds or Other
Consideration
|
The funds
used to acquire the securities described in this Schedule 13D were from the
personal funds of the Reporting Persons, and the amount of funds totaled in the
aggregate approximately $5,570,298.25 (plus the aggregate Cash Option Price
under the Option Agreement defined in Item 4 below).
ITEM
4.
|
Purpose
of Transaction.
|
On April
13, 2010, Malibu Capital entered into an Option Purchase Agreement (“
Option Agreement
”) which is
referenced as Exhibit 2 hereto with Arrowgrass Master Fund Ltd. (“
Arrowgrass
”) and Bulldog
Investors (“
Bulldog
”). Pursuant
to the terms of the Option Agreement, each of Arrowgrass and Bulldog
granted Malibu Capital
an option to purchase shares of Common Stock, totaling 1,094,024 shares in the
aggregate. For more detailed information related to the exercise,
expiration and other terms of the Option Agreement, please see the full text of
the Option Agreement attached as Exhibit 2 to this Schedule 13D.
The
Reporting Persons acquired the Issuer’s securities for investment
purposes. Except as set forth herein, including in any Exhibits
hereto, none of the Reporting Persons has any plans or proposals that relate to
or would result in any of the transactions described in subparagraphs (a)
through (j)
of Item
4 of Schedule 13D.
The
Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose of, or cause to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of the Reporting Persons,
market conditions or other factors. Also, consistent with their
investment purpose, the Reporting Persons may engage in communications with one
or more shareholders of the Issuer, one or more officers or employees of the
Issuer, one or more members of the board of directors of the Issuer, and/or one
or more representatives of the Issuer, including without limitation to propose
changes to the Issuer
’s proposed business
combination
. The Reporting Persons may discuss ideas that, if effected,
may result in the acquisition by persons of additional Common Stock or other
securities of the Issuer and/or any of the other transactions described in
subparagraphs (a) through (j)
of Item 4 of Schedule
13D.
ITEM
5.
|
Interest
in Securities of the Issuer
|
(a) As of
April 13, 2010, (a) Malibu Partners was the beneficial owner of 558,881 shares
of Common Stock, representing 8.9% of all of the Issuer’s outstanding Common
Stock; (b) Malibu Capital was the beneficial owner of 1,094,024 shares of Common
Stock, representing 17.5% of all of the Issuer’s outstanding Common Stock; and
(c) Mr. Abdalla was the beneficial owner of 1,652,905 shares of Common Stock,
representing 26.4% of all of the Issuer’s outstanding Common Stock.
Mr.
Abdalla may be deemed to beneficially own the shares of Common Stock
beneficially owned by Malibu Partners and Malibu Capital. Mr. Abdalla
disclaims beneficial ownership of such shares. The foregoing is based
on 6,250,000 Shares outstanding, which reflects the number of Shares
outstanding, as of June 30, 2009, as reported in the Company’s Form 20-F filed
on December 24, 2009.
(b) Mr.
Abdalla may be deemed to share with Malibu Partners and Malibu Capital (and not
with any third party) the power to vote or direct the vote of and to dispose or
direct the disposition of the 558,881 and 1,094,024 shares of Common Stock
reported herein, respectively.
(c)
Except as set forth in Item 4 above or in the chart below (which describes
purchases of Common Stock on the open market), the Reporting Persons have not
effected any transactions in shares of the Issuer’s Common Stock since the
filing of the Original 13D.
Date
|
Purchaser
|
Number of
Shares
|
Price
|
3/9/2010
|
Malibu
Partners
|
10,000
|
$9.8864
|
3/26/2010
|
Malibu
Partners
|
3,200
|
$9.99
|
(d) Not
applicable.
(e) Not
applicable.
ITEM
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Except as
disclosed in Item 4 above, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the Reporting Persons and any other
person with respect to any securities of the Issuer, including, but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM
7.
|
Material
to be Filed as Exhibits.
|
1.
|
Joint
Filing Agreement
|
2.
|
Option
Purchase Agreement, dated April 13,
2010
|
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: April
15, 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
|
EXHIBIT
INDEX
Exhibit
No.
|
Document
|
|
|
1.
|
Joint
Filing Agreement
|
|
|
2.
|
Option
Purchase Agreement, dated April 13,
2010
|
North Asia Investment Corp. (AMEX:NHR)
過去 株価チャート
から 5 2024 まで 6 2024
North Asia Investment Corp. (AMEX:NHR)
過去 株価チャート
から 6 2023 まで 6 2024