UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~February ~~2014~~2015

Commission File Number: 001-35105

PRIME ACQUISITION CORP.

(Translation of registrant's name into English)

No. 322, Zhongshan East Road

Shijiazhuang

Hebei Province, 050011

People’s Republic of China

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ~~[X]~~ x Form 40-F ~~[_]~~¨

Indicate by check mark if the registrant is submitting the ~~Form~~ Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ~~[_]~~¨

Indicate by check mark if the registrant is submitting the ~~Form~~ Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ~~[_]~~¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ~~[_]~~ ¨ No ~~[X]~~ x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.

~~Entry~~Changes ~~into~~in aregistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant

On ~~December~~January 1829, ~~2014~~2015, ~~Prime~~ ~~Acquisition Corp., (~~the ~~"Company")~~Board ~~entered~~of ~~into~~Directors aof ~~Stock~~Prime ~~Purchase~~Acquisition ~~Agreement~~Corp. (~~the~~ “~~Purchase Agreement~~Prime”) ~~with~~ ~~Prime~~voted ~~Luxembourg~~to ~~S.a.r.l.,~~dismiss ~~the~~its ~~Company’s~~independent ~~wholly~~registered ~~owned~~public ~~subsidiary (“LuxCo”), Seba S.r.l., at the time~~accounting ~~LuxCo’s~~firm ~~wholly~~WeiserMazars ~~owned~~LLP ~~subsidiary~~ (“~~Seba~~WM”)~~, Francesco Rotondi and Luca Failla~~. ~~Pursuant~~On toJanuary ~~the Purchase Agreement~~29, ~~on December 18~~2015, ~~2014,~~Prime ~~Messrs.~~engaged ~~Rotondi~~Marcum ~~and~~LLP ~~Failla~~(“Marcum”) ~~acquired~~as ~~all~~its ofnew ~~the outstanding equity interests in Seba in exchange~~independent ~~for~~registered ~~the~~public ~~return~~accounting offirm. ~~497,308~~The ofdecision ~~the~~to ~~Company’s~~retain ~~shares~~Marcum ~~(the~~was ~~“Consideration~~approved ~~Shares”).~~by ~~Seba~~Prime’s ~~sole~~Board ~~asset consists~~ of ~~four floors of Corsa Europa 22, an office building in central Milan~~Directors.

InWM’s ~~connection~~report ~~with~~on Prime’s financial statements for the fiscal year ended December 31, 2013 did not contain an adverse opinion or disclaimer ~~Purchase~~of ~~Agreement:~~opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the opinion of WM for the fiscal year ended December 31, 2013 did include a statement that there was substantial doubt as to Prime’s ability to continue as a going concern.

~~1. The~~During ~~Company,~~Prime's ~~LuxCo,~~fiscal year ~~Messrs.~~ended ~~Rotondi~~December ~~and~~31, ~~Failla~~2013 and ~~Giuseppe~~the ~~Pantaleo~~subsequent ~~entered~~period ~~into~~through anthe ~~agreement~~date ~~which~~of ~~terminated~~WM’s ~~the Transaction~~dismissal, ~~Value~~there ~~Agreement~~were ~~dated~~no ~~September~~disagreements ~~30,~~with WM ~~2013~~on ~~among~~any ~~them~~matter ~~(the~~of ~~“TVA”).~~accounting ~~The~~principles ~~TVA~~or ~~required~~practices, ~~the~~financial ~~Company~~statement ~~to make~~disclosure, ~~Messrs.~~or ~~Rotondi,~~auditing ~~Failla~~scope ~~and~~or ~~Pantaleo~~procedure ~~whole~~which, inif not ~~the~~resolved ~~event~~to ~~that~~WM’s ~~the~~satisfaction, ~~average~~would ~~sales~~have ~~price~~caused ofWM ~~all~~to ofmake ~~the~~reference ~~shares~~to ~~that~~the ~~were~~subject ~~issued to~~matter ~~them~~of ~~were~~the ~~sold~~disagreement(s) in connection ~~public~~with ~~market~~its ~~transactions~~report aton ~~less~~Prime’s ~~than~~consolidated ~~$10~~financial ~~per~~statements ~~share~~for such period.

~~2. The~~During ~~Company,~~Prime’s year ~~LuxCo,~~ended ~~Nova~~December ~~S.r.l. (“Nova”)~~31, 2013 and ~~Mr. Rotondi entered into an option agreement (~~the ~~“Option~~ ~~Agreement”)~~subsequent ~~pursuant~~period tothrough ~~which Mr. Rotondi would have~~ the ~~right~~date toof ~~purchase~~WM’s ~~all~~dismissal, ofthere ~~the~~were ~~equity~~no ~~interests~~“reportable inevents” ~~Nova~~(defined ~~owned~~below) byrequiring ~~LuxCo~~disclosure inpursuant ~~the~~to ~~event~~Item ~~that~~ 16F(ia) ~~the mortgage payments that Mr. Rotondi has personally guaranteed are not made, or~~ (ii1)(v) ~~a certain power~~ of ~~attorney~~Form ~~that would facilitate the transfer of Nova’s equity interests to Mr~~20-F. ~~Rotondi~~As isused ~~not~~herein, ~~renewed. The Option Agreement will terminate on~~ the ~~repayment~~term ~~of the mortgages or the termination of Mr. Rotondi’s personal guaranties.~~“reportable ~~The~~event” ~~consideration~~means ~~for~~any ~~the exercise~~ of the ~~option~~items ~~would~~listed bein ~~the~~paragraphs ~~return~~(a)(1)(v)(A)-(D) of ~~50,000~~Item ~~shares~~16F of ~~the~~Form ~~Company’s ordinary shares~~20-F. ~~Nova’s sole asset consists of four floors of Corsa Europa 22, an office building in central Milan~~

Prime provided WM with a copy of the foregoing disclosures and has requested that WM review such disclosures and provide a letter addressed to the Securities and Exchange Commission (“SEC”) as specified by Item 16F(a)(3) of Form 20-F. Incorporated by reference as Exhibit 16.1 is a copy of WM’s letter dated February 2, 2015, addressed to the SEC relating to the statements made by Prime.

During Prime’s fiscal years ended December 31, 2014 and 2013 and through January 29, 2015, neither Prime nor anyone on its behalf consulted Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Prime’s consolidated financial statements, and neither a written report nor oral advice was provided to Prime that Marcum concluded was an important factor considered by Prime in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 304 of Regulation S-K) or a reportable event.

Termination of a Material Definitive Agreement

~~The~~On ~~information~~December ~~contained~~December in15, ~~“Entry~~2014, Prime, Prime Luxembourg S.A.R.L., Cesare Lanati, Stefano Lanati, Davide Rigamonte Bell Real Estate S.r.l. and IGS S.r.l. entered into aan ~~Material~~agreement ~~Definitive~~which terminated the Transaction Value Agreement dated September 30, 2013 among them (the “TVA”). The ~~relating~~TVA required the Company to make Messrs. Lanati, Lanati and Rigamonte and Bell Real Estate S.r.l. and IGS S.r.l. whole in the event ~~TVA~~that isthe ~~incorporated~~average bysales ~~reference~~price of all of the shares that were issued to them were sold in ~~this~~public ~~section~~market transactions at less than $10 per share.

Completion of Acquisition or Disposition of Assets

The information contained in “Entry into a Material Definitive Agreement” is incorporated by reference in this section.

Financial Statements and Exhibits.

Exhibit Number	Exhibit Name
16.1	Letter from WeiserMazars LLP, dated February 2, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Prime Acquisition Corp.
Dated: February 2, 2015	Prime Acquisition Corp.
Dated: December 22, 2014	By:	/s/ William Yu
	By: /s/ William Yu
		Name: William YuTitle: Interim Chief Executive Officer
	Name: William Yu
	Title: Interim Chief Executive Officer

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