Attached files

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously reported on a Current Report on Form 8-K filed on September 17, 2015, on September 13, 2015, DT Asia Investments Limited (the “Company”) issued a non-interest bearing convertible promissory note in the amount of up to $500,000 (the “Note”) to DeTiger Holdings Limited. Pursuant to the terms of the Note, payment on all of the Note is due on the earlier of: (i) April 6, 2016 and (ii) the date on which the Company consummates its Business Combination (as defined in the Company’s amended and restated articles and memorandum of association).

On December 1, 2015, the Company amended and restated the Note (the “Amended Note”) to increase the total principal amount that can be drawn down to up to $900,000. Prior to December 1, 2015, an aggregate of $500,000 had already been drawn down on the Note. The Amended Note effectively allows for an additional $400,000 to be drawn down. The maturity date remains unchanged. Additionally, remaining unchanged is the option for up to $500,000 of the principal outstanding under the note to be convertible, in whole or in part, at the payee’s election, upon the consummation of the Business Combination. Upon such election, up to $500,000 of the principal outstanding under the Amended Note will convert into units, at a price of $10.00 per unit. These units will be identical to the private units issued in a private placement in connection with the Company’s initial public offering. As such, each unit will be comprised of one ordinary share, one right to receive one-tenth of one ordinary share upon consummation of a Business Combination, and one warrant to purchase one-half of an ordinary share at an exercise price of $12.00 per full share.

The Company issued the Amended Note in consideration for loans from the payee to fund the Company's working capital requirements. Funds in the Trust Account (as defined in the Company’s amended and restated articles and memorandum of association) will not be used to repay any of the Amended Note.

A copy of the Amended Note is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amended Note is qualified in its entirety by reference thereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

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.

3