Securities Registration (foreign Private Issuer) (f-3/a)
21 Marzo 2013 - 4:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 20, 2013
Registration No. 333-185759
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 2 TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASIA
ENTERTAINMENT & RESOURCES LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Unit 605, East Town Building
16 Fenwick Street
Wanchai, Hong Kong
852-2110-9133
(Address and telephone number of registrant’s principal executive offices)
Leong Siak Hung, Chief Executive Officer
Asia Entertainment & Resources
Ltd.
Unit 605, East Town Building
16 Fenwick Street
Wanchai, Hong Kong
852-2110-9133
(Name, address and telephone number of agent for service)
with a copy to:
Mitchell S. Nussbaum,
Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
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, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
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 number of the earlier effective
registration statement for the same offering.
¨
If this Form
is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be
registered(1)
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Proposed
maximum
offering
price per
unit(2)
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Proposed
maximum
aggregate
offering
price(1)(3)
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Amount of
registration
fee
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Ordinary shares, par value $0.0001 per share (4)
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Preferred shares, par value $0.0001 per share
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Warrants
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Subscription rights (5)
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Debt securities
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Units (6)
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Total to be offered by Registrant
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$
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150,000,000.00
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$
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20,460.00
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Ordinary shares, par value $0.0001 per share (7)
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7,750,000
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$
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3.00
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$
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23,250,000.00
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$
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3,171.30
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Ordinary shares (8)
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50,400
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$
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3.00
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$
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151,200.00
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$
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20.63
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Total registered
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$
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173,401,200.00
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$
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23,651.93
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(9)
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(1)
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There are being registered hereunder such indeterminate number of ordinary shares, such indeterminate
number of preferred shares, such indeterminate number of warrants, such indeterminate number of subscription rights, such indeterminate
number of debt securities and such indeterminate number of units as will have an aggregate initial offering price not to exceed
$150,000,000, or if any securities are issued in any non-United States currency units, the equivalent thereof in non-United States
currencies. This registration statement shall also cover any additional securities to be offered or issued from stock splits, stock
dividends, recapitalizations or similar transactions. If any debt securities are issued at an original issue discount, then the
offering price of such debt securities shall be in such greater principal amount as shall result in a maximum aggregate offering
price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder.
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(2)
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The proposed maximum aggregate offering price for each class of securities will be determined from
time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is
not specified as to each class of securities pursuant to General Instruction II.C. of Form F-3 under the Securities Act of 1933,
as amended (the “Securities Act”). In the case of securities offered by the selling shareholders named herein (the
“Selling Shareholders”), the proposed maximum aggregate offering price will be based on the average of the high and
low per share sale price on the Nasdaq Stock Market on December 27, 2012.
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(3)
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Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o),
in the case of securities being offered by the Registrant, or Rule 457(c), in the case of securities being offering by the Selling
Shareholders, of Regulation C under the Securities Act of 1933, as amended.
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(4)
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The ordinary shares being registered also include such indeterminate number of ordinary shares
as may be issued upon exercise, conversion or exchange of other securities. Separate consideration may or may not be received for
securities that are issuable on exercise, conversion or exchange of other securities.
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(5)
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Rights evidencing the right to purchase ordinary shares.
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(6)
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Units may consist of any combination of the securities registered hereunder.
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(7)
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Reflects (i) 1,500,000 ordinary shares that have been issued to certain of the Selling Shareholders
named in this registration statement in connection with our acquisition of King’s Gaming Promotion Limited, (ii) up to 2,500,000
ordinary shares issuable to certain of the Selling Shareholders in connection with our acquisition of King’s Gaming Promotion
Limited upon achievement of incentive targets for the years 2011-2020 by King’s Gaming Promotion Limited and (iii) up to
3,750,000 ordinary shares issuable to certain of the Selling Shareholders in connection with our acquisition of Bao Li Gaming Promotion
Limited upon achievement of incentive targets for the years 2013-2015 by Bao Li Gaming Promotion Limited.
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(8)
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Reflects 50,400 ordinary shares that have been issued to certain of the Selling Shareholders named
in this registration statement under the Asia Entertainment & Resources Ltd. 2011 Omnibus Securities and Incentive Plan (the
“2011 Incentive Plan”).
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The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to Form F-3
Registration Statement under the Securities Act of 1933 of Asia Entertainment & Resources, Ltd. as filed with the
Securities and Exchange Commission (the “SEC”) on December 31, 2012 (the “Original Registration
Statement”), as amended by Amendment No. 1 to the Original Registration Statement, filed with the SEC on March 6, 2013
(together with the Original Registration Statement, the “Registration Statement”) is being filed solely to
furnish Exhibit 5.1. No other changes have been made to the Registration Statement.
Item 9. Exhibits
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Exhibit
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No.
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Description
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2.1
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Stock Purchase Agreement (Restated as Amended), dated October 6, 2009, as amended November 10, 2009, December 9, 2009 and January 11, 2010 among CS China Acquisition Corp., Asia Gaming & Resort Limited (“AGRL”), and Spring Fortune Investment Ltd (included as Annex A to the Proxy Statement filed as Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K filed on January 19, 2010 and incorporated herein by reference)
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2.2
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Amendment No. 4 to Stock Purchase Agreement, dated April 18, 2011, among Asia Entertainment & Resources, Ltd., AGRL, and Spring Fortune Investment Ltd.*
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2.3
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Profit Interest Purchase Agreement, dated November 10, 2010, by and among Asia Entertainment & Resources Ltd. and King’s Gaming Promotion Limited, Mr. Mok Chi Hung and Mr. Wong Hon Meng(3)
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2.4
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Profit Interest Purchase Agreement, dated September 5, 2012, by and among Asia Entertainment & Resources Ltd. and Bao Li Gaming Promotion Limited, Mr. Lou Kan Kuong and Mr. Lei Kam Keong(4)
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4.1
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Specimen Unit Certificate(1)
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4.2
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Specimen Ordinary Share Certificate(2)
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4.3
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Specimen Warrant Certificate(1)
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4.4
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Form of Unit Purchase Option granted to EarlyBirdCapital, Inc.(1)
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4.5
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Specimen Warrant Certificate *
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4.6
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Form of Warrant Agreement *
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4.7
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Form of Subscription Rights Agreement *
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4.8
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Form of Subscription Rights Certificate *
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4.9
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Form of Senior Debt Securities Indenture(4)
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4.1
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Form of Subordinated Debt Securities Indenture(4)
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10.1
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Asia Entertainment & Resources Ltd. 2011 Omnibus Securities and Incentive Plan(3)
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5.1
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Opinion of Maples and Calder
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5.2
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Opinion of Loeb & Loeb LLP(4)
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23.1
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Consent of Maples and Calder (included in Exhibit 5.1)
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23.2
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Consent of UHY LLP(4)
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23.3
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Consent of AJ. Robbins, PC(4)
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23.4
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Consent of Loeb & Loeb LLP (included in Exhibit 5.2)
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24.1
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Power of Attorney(4)
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*
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To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed pursuant
to the Securities Exchange Act of 1934 of the Registrant and incorporated herein by reference.
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(1)
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Filed as an exhibit to Amendment No. 5 to registrant’s Registration Statement on Form S-1 filed on July 8, 2008 and incorporated
herein by reference.
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(2)
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Filed as an exhibit to Amendment No. 2 to registrant’s Registration Statement on Form S-1 filed on January 31, 2008.
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(3)
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Filed as Appendix A to Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed on November 10, 2010 and incorporated
herein by reference.
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(b) Financial Statement Schedules:
None.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Hong Kong Special Administrative Region, People’s Republic of China on March 20, 2013.
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ASIA ENTERTAINMENT & RESOURCES LTD.
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By:
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/s/
Leong Siak Hung
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Leong Siak Hung
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Chief Executive Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities
Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities and on the dates
indicated.
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Name
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Position
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Date
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*_____________________
Lam Man Pou
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Director (Chairman of the Board)
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March 20, 2013
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*_____________________
Leong Siak Hung
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Chief Executive Officer (Principal Executive Officer) and Director
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March 20, 2013
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/s/ Li Chun Ming Raymond
Li Chun Ming, Raymond
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Chief Financial Officer (Principal Financial and Accounting Officer)
and Director
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March 20, 2013
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*_____________________
Vong Hun Kun
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Director
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March 20, 2013
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_____________________
Peter Li
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Director
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March 20, 2013
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_____________________
James R. Preissler
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Director
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March 20, 2013
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*_____________________
Yeung Lun, Allan
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Director
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March 20, 2013
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_____________________
João Manuel Santos Ferreira
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Director
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March 20, 2013
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_____________________
Chui Vai Hou, George
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Director
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March 20, 2013
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*By:
/s/ Li Chun Ming Raymond
Li
Chun Ming Raymond
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Attorney-in-fact
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March 20, 2013
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities Act of 1933,
as amended, the undersigned, the duly authorized representative in the United States of Asia Entertainment & Resources
Ltd., has signed this registration statement or amendment thereto in New York, New York on March 20, 2013.
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Authorized U.S. Representative
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By:
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/s/ Mitchell S. Nussbaum
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Name:
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Mitchell S. Nussbaum
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INDEX TO EXHIBITS
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Exhibit
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No.
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Description
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2.1
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Stock Purchase Agreement (Restated as Amended), dated October 6, 2009, as amended November 10, 2009, December 9, 2009 and January 11, 2010 among CS China Acquisition Corp., Asia Gaming & Resort Limited (“AGRL”), and Spring Fortune Investment Ltd (included as Annex A to the Proxy Statement filed as Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K filed on January 19, 2010 and incorporated herein by reference)
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2.2
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Amendment No. 4 to Stock Purchase Agreement, dated April 18, 2011, among Asia Entertainment & Resources, Ltd., AGRL, and Spring Fortune Investment Ltd.*
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2.3
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Profit Interest Purchase Agreement, dated November 10, 2010, by and among Asia Entertainment & Resources Ltd. and King’s Gaming Promotion Limited, Mr. Mok Chi Hung and Mr. Wong Hon Meng(3)
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2.4
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Profit Interest Purchase Agreement, dated September 5, 2012, by and among Asia Entertainment & Resources Ltd. and Bao Li Gaming Promotion Limited, Mr. Lou Kan Kuong and Mr. Lei Kam Keong(4)
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4.1
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Specimen Unit Certificate(1)
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4.2
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Specimen Ordinary Share Certificate(2)
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4.3
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Specimen Warrant Certificate(1)
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4.4
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Form of Unit Purchase Option granted to EarlyBirdCapital, Inc.(1)
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4.5
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Specimen Warrant Certificate *
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4.6
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Form of Warrant Agreement *
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4.7
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Form of Subscription Rights Agreement *
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4.8
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Form of Subscription Rights Certificate *
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4.9
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Form of Senior Debt Securities Indenture(4)
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4.1
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Form of Subordinated Debt Securities Indenture(4)
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10.1
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Asia Entertainment & Resources Ltd. 2011 Omnibus Securities and Incentive Plan(3)
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5.1
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Opinion of Maples and Calder
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5.2
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Opinion of Loeb & Loeb LLP(4)
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23.1
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Consent of Maples and Calder (included in Exhibit 5.1)
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23.2
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Consent of UHY LLP(4)
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23.3
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Consent of AJ. Robbins, PC(4)
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23.4
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Consent of Loeb & Loeb LLP (included in Exhibit 5.2)
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24.1
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Power of Attorney(4)
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*
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To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed pursuant
to the Securities Exchange Act of 1934 of the Registrant and incorporated herein by reference.
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(1)
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Filed as an exhibit to Amendment No. 5 to registrant’s Registration Statement on Form S-1 filed on July 8, 2008 and incorporated
herein by reference.
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(2)
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Filed as an exhibit to Amendment No. 2 to registrant’s Registration Statement on Form S-1 filed on January 31, 2008.
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(3)
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Filed as Appendix A to Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed on November 10, 2010 and incorporated
herein by reference.
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