UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 000-54443
AZTECA ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
421 N. Beverly Drive, Suite 300
Beverly Hills, CA 90210
(310) 553-7009
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Units, each consisting of one share of Common Stock and one Warrant
Common Stock, $0.0001 par value per share
Common Stock Purchase Warrants
(Title of each class of securities covered by this Form)
N/A
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | x |
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| Rule 12g-4(a)(2) | o |
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| Rule 12h-3(b)(1)(i) | x |
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| Rule 12h-3(b)(1)(ii) | o |
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| Rule 15d-6 | o |
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Approximate number of holders of record as of the certification or notice date: One*
*On April 4, 2013, Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), completed a series of mergers pursuant to the Agreement and Plan of Merger, dated as of January 22, 2013, by and among the Company, Hemisphere Merger Sub I, LLC, a Delaware limited liability company (“WAPA Merger Sub”), Hemisphere Merger Sub II, Inc., a Delaware corporation (“Azteca Merger Sub”), Hemisphere Merger Sub III, Inc., a Delaware corporation (“Cine Merger Sub”), Azteca Acquisition Corporation, a Delaware corporation (“Azteca”), InterMedia Español Holdings, LLC, a Delaware limited liability corporation (“WAPA”) and Cine Latino, Inc., a Delaware corporation (“Cinelatino”) (the “Merger Agreement”), providing for the merger of Azteca Merger Sub with and into Azteca, the merger of WAPA Merger Sub with and into WAPA and the merger of Cine Merger Sub with and into Cinelatino. Following the mergers, Azteca, WAPA and Cinelatino each became indirect, wholly-owned subsidiaries of the Company.
Pursuant to the requirements of the Securities Exchange Act of 1934, Azteca Acquisition Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: | April 5, 2013 |
| By: | /s/ CRAIG D. FISCHER |
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| Name: | Craig D. Fischer |
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| Title: | Vice President, Secretary and Treasurer |
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Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.
