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



FORM 20-F/A
(Amendment No. 1)



| |  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------



OR



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR





| |  ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report:



For the transition period from ________
to ________



Commission file number: 001-35105

__________



Prime Acquisition Corp.(Exact name of the Registrant as specified in its charter)

__________



Cayman Islands
(Jurisdiction of incorporation or organization)



No. 322, Zhongshan East RoadShijiazhuangHebei Province, 050011People’s Republic of China
(Address of principal executive offices)



William Tsu-Cheng Yu15F, 300 Chang Chun RoadTaipei, Taiwan 104-87Telephone: 408-431-7286Fax No.: 650-618-2552
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

__________



Securities registered or to be registered
pursuant to Section 12(b) of the Act:

|Title
        of each class       | Name
        of exchange on which registered
|--------------------------------- | --------------------------------------------
|Ordinary Shares, $0.001 par value | NASDAQ Stock Market                         
|Ordinary Shares Purchase Warrants | NASDAQ Stock Market                         
|Units                             | NASDAQ Stock Market                         



Securities registered or to be registered
pursuant to Section 12(g) of the Act:



None

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None.



On December 31, 2012, the
issuer had 4,894,983 ordinary shares outstanding.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ̈ No  x



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes  x  No   ̈



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  x  No 
 ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes   ̈
 No   ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act.



| ̈Large Accelerated filer |  ̈Accelerated filer | xNon-accelerated filer
|------------------------ | ------------------ | ----------------------



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|xUS
GAAP |  ̈International Financial Reporting Standards as issued by the International Accounting Standards Board |  ̈Other
|-------- | ------------------------------------------------------------------------------------------------------ | ------



If “Other” has been
checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.   ̈ Item 17    ̈
Item 18



If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x No   ̈















Table of
Contents



Page









|Part II  |                       | 2
|-------- | --------------------- | -
|ITEM 16G | CORPORATE GOVERNANCE. | 2











EXPLANATORY NOTE



The sole purpose of this Amendment No. 1 to Prime Acquisition
Corp.’s Annual Report on Form 20-F (the “Annual Report”) filed with the Securities and Exchange Commission on
April 30, 2013, is to amend and restate Item 16G of the Annual Report.



No other changes have been made to the Annual Report. This Amendment
No. 1 to the Annual Report does not reflect events that may have occurred subsequent to the original filing date, and does not
modify or update in any way the disclosures made in the original Annual Report.













Part
II



ITEM 16G	CORPORATE GOVERNANCE



NASDAQ rules provide that foreign private issuers may follow
home country practice in lieu of the NASDAQ corporate governance standards subject to certain exceptions and except to the extent
that such exemptions would be contrary to US federal securities laws.



The Company has elected to follow Cayman Islands home country
practice with respect to effecting a business combination without the requirement to obtain shareholder approval, in lieu of the
corporate governance requirements of Nasdaq Listing Rule 5635 with respect to shareholder approval. In addition, the Company has
elected to follow Cayman Islands home country practice with respect to the number of independent directors on the Company’s
board of directors, in lieu of the corporate governance requirements of Nasdaq Listing Rule 5605(b)(1) with respect to having a
majority of members be independent.



Except as setforth, above, there are no material differences
in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of the
NASDAQ.













SIGNATURES



The Registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.

|             | Prime Acquisition Corp.
|------------ | -----------------------
|             |                        
|May 14, 2013 | By:                    
|             | Name:                  
|             | Title: