4//SEC Filing
Pypo China Holdings Ltd 4
Accession 0001144204-09-037593
CIK 0001360244operating
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 2:48 PM ET
Size
13.1 KB
Accession
0001144204-09-037593
Insider Transaction Report
Form 4
Pypo China Holdings LtdMKGD;MKGBB
Transactions
- Sale
Ordinary Shares
2009-07-09−1,857,587→ 827,613 total - Purchase
Ordinary Shares
2009-07-09+14,850,000→ 15,677,613 total - Other
Class B Warrants
2009-07-09+1,700,000→ 1,700,000 totalExercise: $5.00From: 2009-07-09Exp: 2013-12-13→ Ordinary Shares (1,700,000 underlying) - Other
Class A Warrants
2009-07-09+113,062→ 113,062 totalExercise: $5.00From: 2009-07-09Exp: 2013-12-13→ Ordinary Shares (113,062 underlying)
Footnotes (3)
- [F1]Pursuant to an agreement between Capital Ally Investments Limited ("Capital Ally") and Arch Digital Holdings Limited ("Arch Digital"), 2,685,200 shares of Class B Common Stock were held in an account for the benefit of Arch Digital and Capital Ally until the closing of the business combination of the Issuer. After the closing of the business combination on July 9, 2009, approximately 70% of those shares of Class B Common Stock are beneficially held by Capital Ally and approximately 30% of the shares of Class B Common Stock are beneficially owned by Arch Digital reflecting the respective party's pecuniary interest. Prior to the redomestication, these Ordinary Shares were classified as Class B Common Stock.
- [F2]Pursuant to an Agreement of Merger, Conversion and Share Exchange ("Agreement") between Middle Kingdom Alliance Corp. ("Middle Kingdom"), Pypo Digital Holdings Limited ("Pypo") and certain other parties thereto, Middle Kingdom redomesticated into the Cayman Islands via a short form merger with a wholly owned Arizona subsidiary and the continuation of that surviving Arizona subsidiary into the Cayman Islands (the "redomestication"). As a result of the redomestication, Middle Kingdom securities became securities of Pypo China Holdings Limited (the "Issuer"). The Issuer's securities will continue to trade on the OTCBB under the symbols previously used by Middle Kingdom until FINRA assigns new tickers.
- [F3]Pursuant to the Agreement, the Issuer issued 14,850,000 ordinary shares and 1,700,000 Class B Warrants to Arch Digital in consideration of the acquisition of Pypo Digital Company Limited. The Class A Warrants were acquired in a private transaction from certain insiders of Middle Kingdom in connection with the business combination. The shares and Class B Warrants were issued as part of the aggregate consideration of 45,000,000 shares and 3,400,000 Class B Warrants issued to Capital Ally and Arch Digital. In addition, the Issuer has agreed to issue up to an additional 23,000,000 shares pursuant to an earn-out provision in the Agreement based on the adjusted net income of the combined company during the fiscal years ending March 31, 2010, 2011 and potentially 2012.
Documents
Issuer
Pypo China Holdings Ltd
CIK 0001360244
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001360244
Filing Metadata
- Form type
- 4
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 2:48 PM ET
- Size
- 13.1 KB