Infinity Cross Border Acquisition (INXB) Inactive
Filed: 28 Aug 12, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2012 |
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-35602
INFINITY CROSS BORDER ACQUISITION CORPORATION
(Exact name of Registrant as specified in its charter)
| Not applicable | British Virgin Islands |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42nd Floor, Tel Aviv, Israel, 67023
011-972-3-607-5170
(Address of Principal Executive Offices)
Amir Gal-Or
c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42nd Floor, Tel Aviv, Israel, 67023
011-972-3-607-5170
info@infinity-equity.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of exchange on which registered | |
| Ordinary Shares | The Nasdaq Capital Market LLC | |
| Warrants | The Nasdaq Capital Market LLC | |
| Units | The Nasdaq Capital Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report: 1,437,500 ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP þ | International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ | Other ¨ |
If“Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
Explanatory Note
This Amendment No. 1 on Form 20-F/A to the Annual Report on Form 20-F for the fiscal year ended March 31, 2012 originally filed with the Securities and Exchange Commission on August 15, 2012 (“2012 Form 20-F”), is being filed solely for the purposes of filing XBRL related documents in Exhibit 101. This Exhibit was not previously filed.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2012 Form 20-F, or reflect any events that have occurred after the 2012 Form 20-F was originally filed.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement (1) | |
| 3.1 | Memorandum and Articles of Association (2) | |
| 3.2 | Amended and Restated Memorandum and Articles of Association (1) | |
| 4.4 | Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (1) | |
| 10.1 | Amended and Restated Promissory Note, dated March 31, 2012, issued to the Sponsors (2) | |
| 10.2 | Letter Agreement between the Registrant, the Initial Shareholders, and the Sponsors (1) | |
| 10.3 | 10b5-1 Warrant Purchase Plan by the Sponsors (3) | |
| 10.4 | Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (1) | |
| 10.5 | Letter Agreement between Infinity-C.S.V.C. Management Ltd. and the Registrant regarding administrative support (1) | |
| 10.6 | Registration Rights Agreement between the Registrant and the Securityholders (1) | |
| 10.7 | Securities Purchase Agreement, dated as of April 6, 2011, between the Registrant and the Sponsors (2) | |
| 10.8 | Second Amended and Restated Sponsor Warrants Purchase Agreement between the Registrant and the Sponsors (4) | |
| 10.9 | Amended and Restated EBC Warrant Purchase Agreement, between EBC and the Registrant (5) | |
| 10.10 | Indemnity Agreement (6) | |
| 10.11 | Sponsor Escrow Agreement (6) | |
| 11.1 | Form of Code of Ethics (6) | |
| 12.1 | Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and Rule 15d-1(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (7) | |
| 12.2 | Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and Rule 15d-1(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (7) | |
| 13.1 | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (7) | |
| 101.INS * | XBRL Instance Document | |
| 101.SCH * | XBRL Taxonomy Extension Schema Document | |
| 101.CAL * | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF * | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB * | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE * | XBRL Taxonomy Extension Presentation Linkbase Document |
| (1) | Incorporated by referenceto the registrant’s current report on Form 6-K filed on July 25, 2012. |
| (2) | Incorporated by reference to the registrant’s registration statement on Form S-1, filed on June 8, 2012. |
| (3) | Incorporated by reference to the registrant’s registration statement on Form F-1/A, filed on June 28, 2012. |
| (4) | Incorporated by reference to the registrant’s registration statement on Form F-1/A, filed on May 25, 2012. |
| (5) | Incorporated by reference to the registrant’s registration statement on Form S-1/A, filed on May 19, 2011. |
| (6) | Incorporated by reference to the registrant’s registration statement on Form F-1/A, filed on January 19, 2012. |
| (7) | Incorporated by reference to the registrant’s annual report on Form 20-F, filed on August 15, 2012. |
* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended March 31, 2012 on its behalf.
| INFINITY CROSS BORDER ACQUISITION CORPORATION | |||
| August 28, 2012 | |||
| By: | /s/ Amir Gal-Or | ||
| Amir Gal-Or | |||
| Co- Chief Executive Officer and Principal Accounting and Financial Officer | |||
| August 28, 2012 | |||
| By: | /s/ Avishai Silvershatz | ||
| Avishai Silvershatz | |||
| Co- Chief Executive Officer | |||