4/A//SEC Filing
Pypo China Holdings Ltd 4/A
Accession 0001144204-09-037597
CIK 0001360244operating
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 2:49 PM ET
Size
14.1 KB
Accession
0001144204-09-037597
Insider Transaction Report
Form 4/AAmended
Pypo China Holdings LtdMKGD;MKGBB
Capital Ally Investments Ltd
10% Owner
Transactions
- 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) - Other
Class B Warrants
2009-07-09+850,000→ 850,000 totalExercise: $5.00From: 2009-07-09Exp: 2013-12-13→ Ordinary Shares (850,000 underlying) - Sale
Ordinary Shares
2009-07-09−827,613→ 1,857,587 total - Purchase
Ordinary Shares
2009-07-09+30,150,000→ 32,007,587 total
Footnotes (4)
- [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 30,150,000 ordinary shares and 1,700,000 Class B Warrants to Capital Ally 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.
- [F4]Capital Ally is a British Virgin Islands company that is 50% owned and controlled by each of (i) GM Investment, a Hong Kong company and (ii) Style Technology, a Hong Kong company. Style Technology and GM Investment share voting and investment power with respect to the shares of the Issuer held by Capital Ally. Nana Gong, a Chinese citizen, wife of Mr. Zhang, a director of the Issuer has a 64% equity interest in Style Technology and exercises investment and voting control over the shares owned by Style Technology. Mr. Dongping Fei, the chief executive officer of the Issuer, Mr. Hengyang Zhou, Pypo Beijing's executive vice president and president of distribution and Francis Kwok Cheong Wan, Pypo Beijing's vice president and president of e-commerce, a Canadian citizen, hold a 16%, 16% and 4% equity interest, respectively, in Style Technology.
Documents
Issuer
Pypo China Holdings Ltd
CIK 0001360244
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001360244
Filing Metadata
- Form type
- 4/A
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 2:49 PM ET
- Size
- 14.1 KB