January 21, 2010 (FinancialWire) — Asia Special Situation acquisition Corp. (AMEX: CIO) said it has completed its business combination by the acquisition of one insurance company together with around $650 million of assets from two unaffiliated investment funds.

The acquisition of two additional insurance companies is subject to completion of definitive agreements and regulatory approvals, according to Asia Special. In connection with the closing, ASSAC has changed its name to Gerova Financial Group Ltd.

The consummated transactions include the assets and liabilities or equity interests of various pooled investment vehicles managed by Stillwater Capital Partners, Inc.; an 81.5% interest in Amalphis Group, Inc. and the assets and investments held by Wimbledon Financing Master Fund Ltd. and Wimbledon Real Estate Financing Fund Ltd.

In accordance with the terms of the transactions, Stillwater will receive up to approximately 541,250 ASSAC series A Fixed Price Mandatory convertible Preferred Shares plus additional consideration payable to Stillwater for the provision of certain services, the assets and liabilities or equity interests of various pooled investment vehicles, Amalphis Group and certain of its security holders, will receive 87,000 Preferred Shares, and the Wimbledon Funds will receive 114,000 Preferred Shares.

The Preferred Shares automatically commence to convert into ordinary shares at $7.50 per share, beginning July 31, 2010, at the rate of 16-2/3% of such ordinary shares per month, thereby converting all of the Preferred Shares into ordinary shares by December 31, 2010.

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