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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~April~~June 2015

Commission File Number: 001-35105

PRIME ACQUISITION CORP.

(Translation of registrant's name into English)

No. 322, Zhongshan East Road

Shijiazhuang

Hebei Province, 050011

People’s Republic of China

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]

Form 40-F [_]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [_]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [_]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [_]

No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.

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

On ~~April~~June 2426, 2015, ~~the~~Prime ~~Board~~Acquisition ofCorp., ~~Directors~~(the of"Company") entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Prime ~~Acquisition~~Luxembourg ~~Corp~~S.a.r.l., the Company’s wholly owned subsidiary (“~~Prime~~LuxCo”), ~~determined~~GSI ~~that~~S.r.l, ~~reliance~~LuxCo’s wholly ~~should~~owned ~~not~~subsidiary be(“GSI”), ~~placed~~SIM onS.r.l., ~~its~~at ~~financial~~the time owned by LuxCo and GSI (“SIM”), ~~statements~~Bell ~~for~~Real ~~the~~Estate ~~year~~S.r.l. ~~ended~~(“Bell”), ~~December~~Cesare 31Lanati and Stefano Lanati (Bell, ~~2013~~Cesare ~~due~~Lanati toand ~~Prime~~Stefano ~~correcting~~Lanati ~~certain~~are collectively ~~errors~~referred into as the ~~recording~~“Buyers”). ofPursuant ~~Prime’s~~to ~~business combination~~the Purchase Agreement, on ~~September~~July 3014, ~~2013.~~2015, ~~Intangible~~the ~~assets~~Buyers acquired ~~and~~all ~~certain~~of ~~liabilities~~the ~~were~~outstanding ~~incorrectly~~equity ~~recognized~~interests in SIM in exchange for the ~~purchase~~return ~~price~~of 220,000 of the Company’s shares (the ~~allocation~~“Consideration Shares”). ~~The~~SIM’s ~~value~~sole asset consists of ~~these~~the ~~intangible~~property ~~assets~~located ~~was~~at ~~already~~Via ~~included~~Newton 9, Milan, Italy. In addition, in connection with the ~~valuation~~transactions ofcontemplated by the ~~investment~~Purchase Agreement, the Company extinguished certain trade liabilities associated with its portfolio of properties and the Buyers, totaling approximately 20% of its total as of year-end.

~~The~~Completion ~~adjustments will derecognize the net intangible assets~~ of ~~$5,700,127~~Acquisition ~~and~~or ~~net below-market lease liability of $694,908. The related intangible assets amortization~~Disposition of $125,532, and below-market lease liability amortization of $7,841 will be reversed and reclassified into goodwill in connection to this derecognition. As a result, the total goodwill recognized will be increased from $1,791,548 to $6,914,459. The $5,122,911 increase in goodwill will then be expensed as impairment of goodwill on the consolidated statements of loss and comprehensive loss, bringing the total impairment of goodwill to $6,914,459, and loss for the year to $15,885,478.Assets

AsThe ainformation ~~result of this correction,~~contained ~~the~~in ~~net~~“Entry ~~loss~~into ~~for~~a ~~the~~Material ~~year~~Definitive ~~will~~Agreement” ~~increase~~is ~~from~~incorporated ~~$10,880,259~~by toreference ~~$15,885,478.~~in ~~The~~this ~~basic and diluted net loss per ordinary share will increase from $3~~section.~~58 to $5.23.~~

This correction does not affect the Company’s underlying business operations.

Prime’s Board of Directors and management have discussed the matters described above with Prime’s current and prior auditors.

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.

	Prime Acquisition Corp.
Dated: July 16, 2015	Prime Acquisition Corp.
Dated: April 29, 2015	By:	/s/ William Yu
	By: /s/ William Yu
		Name: William YuTitle: Interim Chief Executive Officer
	Name: William Yu
	Title: Interim Chief Executive Officer

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