UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 89, 2011

ORB Automotive Corporation

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		000-52341		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Shenzhen ORB-Fortune New-Material Co., Ltd

Room O-R, Floor 23, Building A, Fortune Plaza

Shennan Road, Futian District

Shenzhen, Guangdong, China 518040

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code: +86(755) 8204-6828

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

On November 9, 2011, ORB Automotive Corporation (the “Company”) ~~will~~completed ~~restate~~the ~~its~~third ~~financial~~and ~~statements~~final ~~for~~tranche (the ~~three~~“3rd ~~and~~Tranche”) ~~six~~of ~~month~~a ~~periods~~private ~~ended~~placement ~~June~~transaction 30providing for, ~~2011~~among ~~and~~other ~~June 30~~things, ~~2010 to correct an error in~~ the ~~formula~~issuance ~~for~~of ~~calculating~~up ~~the~~to ~~volatility~~4,273,504 ~~factor~~units, ~~for~~with ~~warrants~~each ~~issued~~unit inconsisting ~~May~~of ~~2011. The~~one ~~volatility~~share ~~factor~~of ~~should~~ordinary ~~have~~stock, ~~been~~par ~~73%~~value ~~instead of 165%~~$0. ~~The~~000384 ~~change~~per inshare ~~volatility reduces~~ (the ~~value~~“Ordinary Stock”), of the ~~warrants~~Company ~~issued~~(the in“Shares”) ~~May~~and ~~2011~~a ~~from $0.32 per~~ warrant to ~~$0.17~~purchase ~~per~~thirty ~~warrant~~percent ~~and~~(30%) ~~results in the estimated fair value~~ of one (1) share of ~~ordinary~~Ordinary ~~stock~~Stock ~~increasing~~at ~~from~~an ~~$0.85~~exercise ~~per~~price ~~share~~of to $1.0047 per share~~. As~~ a(the ~~result~~“Warrants”), ofat ~~this~~a ~~change,~~purchase ~~the~~price ~~Company~~of ~~will~~$1.17 ~~also~~per ~~restate~~unit (the ~~fair~~“Offering ~~value~~Price”) offor ~~the~~an ~~3.7~~aggregate ~~million~~offering ~~shares~~ of ~~the~~a ~~Company’s~~minimum ~~ordinary~~of ~~stock~~$1,000,000 ~~given~~and asup ~~consideration~~ to ~~acquire~~a ~~Hebei~~maximum ~~Hongtu~~of ~~Auto Parts Co.~~$5,000,000 ~~Ltd.~~ (the “~~Hongtu~~Offering”) ~~as $1~~.00 In ~~per~~the ~~share~~3rd Tranche, upthe ~~from~~Company ~~$0.85~~issued ~~per~~121,400 ~~share~~Shares and 36,420 Warrants. ~~Consideration~~At ~~given~~the ~~for~~final closing of the ~~Hongtu~~Offering, ~~acquisition~~the ~~will~~Company ~~increase~~had ~~and~~issued ~~the~~approximately ~~bargain~~1.6 ~~purchase~~million ~~gain~~units ~~related~~and toreceived gross proceeds in the ~~acquisition~~amount ~~will~~of ~~decrease~~approximately $1.92 million.

InA ~~addition,~~summary ~~the change in the fair value~~ of the ~~warrant~~first ~~liability~~two ~~from~~tranches ~~the~~is ~~May~~as ~~2011 issuance to June 30, 2011 decreased an additional $11,000 due to the correction of the volatility factor from 165% to 69% at June 30, 2011.~~follows:

~~The~~· ~~aforementioned changes will impact~~ the ~~following~~first ~~previously~~tranche ~~reported~~closed ~~financial information: (i) liabilities and stockholders’ equity~~ on ~~the~~May ~~Company’s consolidated balance sheet at June 30~~4, 2011; ~~and~~- ~~(ii) net income and earnings per share for~~ the Company’s ~~statements~~issued ofan ~~operations~~aggregate ~~for~~of ~~the~~1,236,461 ~~three~~Shares and ~~six~~Warrants ~~month~~to ~~periods~~purchase ~~ended~~up ~~June~~to 30370,938 ~~2011~~shares asof ~~previously~~Ordinary ~~reported~~Stock infor ~~its~~an ~~Quarterly~~aggregate ~~Report~~purchase onprice ~~Form~~of ~~10-Q~~approximately ~~for~~$1.45 ~~the~~million; ~~period ended June 30, 2011.~~and

~~The~~· ~~restatement will be reflected in an amendment to~~ the ~~Company’s~~second ~~Quarterly~~tranche ~~Report~~closed on ~~Form~~August ~~10-Q for the period ended June 30~~31, 2011 to- ~~be filed within~~ the ~~next~~Company ~~two~~issued toan ~~three~~aggregate ~~days. The purpose~~ of ~~this~~287,041 ~~amendment~~Shares ~~will~~and beWarrants to ~~accurately~~purchase ~~reflect~~up ~~the~~to ~~(i) volatility factor of the warrants issued by the Company in May 2011~~86,112 ~~(ii)~~shares ~~the fair value~~ of ~~one~~Ordinary ~~share~~Stock offor ~~the~~an ~~Company’s~~aggregate ~~ordinary~~purchase ~~stock,~~price ~~(iii) the fair value~~ of ~~the consideration given in the Hongtu acquisition and (iv) the change in the fair value of the warrant liability as of June 30~~$335, ~~2011 as set forth above~~838.

OnEach ~~November 8, 2011, authorized officers~~ of the ~~Company~~first ~~concluded~~two ~~that~~tranches ~~such~~was ~~financial~~previously ~~statements~~reported ason ofa ~~and~~Current ~~for~~Report ~~the~~on ~~three~~Form ~~and~~8-K ~~six~~filed ~~month periods~~with ~~ending~~the ~~June~~Commission ~~30,~~(as ~~2011~~defined ~~and~~below). As ~~June 30,~~a ~~2010~~result ~~included~~of in the ~~Company’s~~issuance ~~Quarterly~~of ~~Report on Form 10-Q for~~ the ~~quarter~~Shares ~~ended June 30~~and, ~~2011~~assuming ~~should~~exercise noof ~~longer~~the beWarrants ~~relied~~and ~~upon. The~~issuance ~~Company’s~~of ~~revisions~~the ~~were~~shares ~~identified~~issuable inupon ~~connection~~such ~~with~~exercise (the ~~Company’s~~“Warrant ~~preparation~~Shares”), ofInvestors ~~its~~received ~~Quarterly~~or ~~Report~~are onentitled ~~Form~~to ~~10-Q~~receive ~~for~~an ~~the~~aggregate ~~quarter~~of ~~ended~~2,138,372 ~~September~~shares ~~30,~~of ~~2011~~Ordinary Stock.

~~Authorized~~The ~~officers~~transaction ofdocuments memorializing the ~~Company~~financing ~~have~~include ~~discussed~~a Securities Purchase Agreement, the ~~matters~~Warrants, ~~described~~a inRegistration ~~this~~Rights ~~Current~~Agreement ~~Report~~and onvarious ~~Form~~ancillary ~~8-K~~certificates ~~with~~and ~~Morison~~exhibits ~~Cogen~~in ~~LLP,~~support ~~the~~thereof. The Company’s ~~current~~paid ~~independent~~no ~~registered~~underwriting ~~public~~discounts ~~accounting~~or ~~firm~~commissions in connection with the transaction.

The following is a brief summary of each of the Securities Purchase Agreement, the Warrants and the Registration Rights Agreement. These summaries are not complete, and are qualified in their entirety by reference to the full text of the agreements or forms of the agreements, which are attached as exhibits to this Current Report on Form 8-K. Readers should review those agreements or forms of agreements for a more complete understanding of the terms and conditions associated with this transaction.

SECURITIES PURCHASE AGREEMENT

The Securities Purchase Agreement provides for the purchase by the Investors and the sale by the Company of units, each consisting of a Share and a Warrant to purchase 30% of a Share of Ordinary Stock. The Securities Purchase Agreement contains representations and warranties of the Company and the Investors which are typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement may be qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investors. Accordingly, the representations and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules, if any, and the documentation surrounding the transaction as a whole. The Securities Purchase Agreement contains covenants on the part of the Company which are typical for transactions of this type.

Additionally, the Securities Purchase Agreement contains a “Make Good Provision.” Under this provision the Company agrees to reserve from issuance up to 4,273,504 Ordinary Shares (the “Make-Good Shares”). The Make-Good Shares shall be reserved for the benefit of the Investors, and shall be issued to the Investors in the event the Company fails to achieve 90% of either of the following financial “Performance Thresholds” for the 12-month periods ending December 31, 2011 and December 31, 2012:

(1)

For 2011, audited net income under US GAAP, but increased by any cash or non-cash charges incurred as a result of the offering, including without limitation, as a result of the issuance, exercise or any anti-dilution adjustment, equals or exceeds Seven Million Dollars ($7,000,000 Performance Threshold);

(2)

For 2012, audited net income under US GAAP, but increased by any cash or non-cash charges incurred as a result of the offering, including without limitation, as a result of the issuance, exercise or any anti-dilution adjustment, equals or exceeds Ten Million Dollars ($10,000,000 Performance Threshold)

If the Company achieves less than 90% of the Performance Thresholds, then the number of the Make-Good Shares to be distributed to each investor shall be calculated as follows: number of shares purchased in the private placement multiplied by the lowest threshold, which is the percentage by which the Performance Threshold was not achieved.

WARRANTS

The Warrants entitle the Investors to purchase up to an aggregate of 493,470 Shares of Ordinary Stock. The Warrants are exercisable in whole or in part upon issuance and will remain exercisable for a five year period. The exercise price of the Warrants is $1.47 per share of Ordinary Stock, subject to adjustment in certain circumstances as set forth in the form of Warrant.

REGISTRATION RIGHTS AGREEMENT

The Registration Rights Agreement requires the Company to file a registration statement on Form S-1 (the “Registration Statement”) for the resale of the Shares and the Warrant Shares. The Registration Statement must be filed by January 6, 2012 and be deemed effective by the Securities and Exchange Commission (the “Commission”) on or before May 1, 2012. The Registration Statement must remain effective and available for use until earlier of the date all of the securities covered by the registration statement have been sold or may be sold pursuant to Rule 144 free of volume limitations.

If (i) the Registration Statement is not filed on or before January 6, 2012, (ii) the Company fails to file a request for acceleration in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (iii) the Registration Statement is not declared effective by May 1, 2012 as a result of a failure of the Company to meet its obligations or, (iv) following effectiveness, ceases to remain continuously effective or available to the Investors for a defined period of time (collectively, the “Event”), the Company is required to pay liquidated damages in an amount equal to 1.0% of the purchase price of all registrable securities then held by the Investors and still subject to Rule 144 volume limitations and a 0.5% liquidated damage fee for each thirty (30) calendar day period until the Event is cured, subject to a cap of 8%. The Registration Rights Agreement provides for customary indemnification for the Company and the Investor.

This summary is not complete, and is qualified in its entirety by reference to the full text of the agreement or form of the agreement, which is attached as an exhibit to this Current Report on Form 8-K. Readers should review that agreement or form of agreement for a more complete understanding of the terms and conditions associated with this transaction.

The Securities Purchase Agreement, the Registration Rights Agreement and a form of Warrant are attached as Exhibits 10.18, 10.19 and 10.20, respectively, to this Current Report on Form 8-K. The above descriptions are qualified by reference to the complete text of the documents and agreements described. However, those documents and agreements, including without limitation the representations and warranties contained in those documents, are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.

Item 3.02

Unregistered Sales of Equity Securities

On November 9, 2011, the Company agreed to issue the Shares and Warrants described in Item 1.01 of this Current Report on Form 8-K as relating to the 3rd Tranche in exchange for aggregate gross proceeds of $142,038 on the closing of the 3rd Tranche as described in the Securities Purchase Agreement. The Warrants are immediately exercisable, expire on the fifth anniversary of their issuance and entitle their holders to purchase up to 36,420 shares of Ordinary Stock at an initial exercise price of $1.47 per share, subject to adjustment as described in Item 1.01. The details of this transaction are described in Item 1.01, which is incorporated in its entirety by this reference into this Item 3.02.

The Shares and the Warrants were issued to accredited investors in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as well as Section 506 of Regulation D promulgated by the Commission thereunder.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO.		DESCRIPTION OF EXHIBIT

10.18		Securities Purchase Agreement between the Company and the Investors thereto
10.19		Registration Rights Agreement by and between the Company and the Investors
10.20		Form of Warrant of the Company

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.

Dated: November 814, 2011

	ORB AUTOMOTIVE CORPORATION

	By:	/s/ Junning Ma
		Junning Ma
		President & Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION OF EXHIBIT

10.18		Securities Purchase Agreement between the Company and the Investors thereto
10.19		Registration Rights Agreement by and between the Company and the Investors
10.20		Form of Warrant of the Company

Filing Compare · ORB Automotive