| 作者 |
 盘点安校长两年前所列的十三家与中国有关的SPAC |
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Diamondhorse
警告次数: 1
头衔: 海归中将
声望: 博导
性别: 
加入时间: 2005/11/01
文章: 4896
海归分: 442560
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作者：Diamondhorse 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
将近两年前， 校长在网上列出了十三家与中国有关的SPAC,或Blank Check Company。 2007 年， 有将近70 个公司， 用SPAC 方式上市， 华尔街把那一年称为“Year of the SPACs". 两年快过去了，华尔街发生了一场惊天动地的变化， “一座座火山爆发， 一顶顶皇冠落地”， 这十三家SPAC, 情况如何？
1. Shanghai Century, Initial Filing Date: 4/25/2006,
At IPO, it raised more than $100 million.
Tried to do acquisition several times. The most important target was Kelun Pharmaceuticals in Sichuan Province (四川科伦药业). Voted down by shareholders.
尽管后来苦苦挣扎了一阵， 还是没做成。
Unable to consummate a business combination within specified time period. Dissolved August 28, 2008. Paid out money in the trust.
“The Company will distribute US$114,618,111.04 or approximately US$7.97 per share to its public stockholders of record as of August 28, 2008. The Company has set the payment date of September 3, 2008”
2. China Fortune Acquisition Corp. Initial Filing Date: 10/4/2006
IPO date: July 23, 2007 Raised $72 million in IPO.
Underwriter: Early Bird Capital, Inc.
Bo Yu, Chairman and Chief Executive Officer
Jinmao Tower, 88 Century Boulevard, Suite 4403 Pudong, Shanghai
Had been searching for acquisition target. 30% redemption rule. This was a better deal for the management/founder than the Shanghai Century Acquisition. Shanghai Century only allow 19.99% objection. If 20% of shareholders vote against a combination proposal, the deal would be dead. For China Fortune, it allowed 29.99% “no” votes.
没做成， 刚刚解散,
Had to liquidate on the two year anniversary after IPO Date:
The Company’s memorandum and articles of association provides that the Company will continue in existence only until July 23, 2009. If the Company has not completed a Business Combination by such date, its corporate existence will cease and it will dissolve and liquidate for the purposes of winding up its affairs.
最新消息:
Pursuant to the Articles of Incorporation of China Fortune Acquisition Comp. (the “Company”), the Company will proceed to liquidate and its corporate existence will cease, except for the purposes of winding up the Company’s affairs, because the Company will not complete a business combination on or before July 23, 2009. No vote is required from Company shareholders to commence such a voluntary winding up and liquidation.
In connection with the liquidation, the Company will promptly distribute to its public shareholders the amount in its trust account (including any accrued interest) plus any remaining net assets (subject to a provision for creditors) as part of its plan of dissolution and distribution. Shareholders of record on July 23, 2009 will be entitled to their pro-rata portion of the total amount distributed.
As of June 22, 2009, the Company held US Treasury bills with a face amount of $74,780,000.00 that mature on July 30, 2009 and cash equal to $ 1,820.54.
惨哪！ 手上只有一千八百多美元！不够请律师吃饭的钱。
3. Middle Kingdom Alliance
IPO date: 12/19/2006, “we completed our Initial Public Offering of 198,000 Series A Units (consisting of one share of Common Stock and five non-redeemable Class A Warrants) and 3,300,000 Series B Units (consisting of one share of Class B Common Stock and one redeemable Class B Warrant) for $8.00 per unit before underwriting fees and expenses, for gross proceeds of $27,984,000. In January 2007 our underwriters exercised a portion of their over-allotment option by purchasing 27,200 Series A Units and 120,305 Series B Units, for gross proceeds of $1,180,040. Of the total gross proceeds of $29,164,040 from our IPO, plus $723,600 of the proceeds of the private placement of our Series A Units prior to our IPO, $28,183,313 was placed in a trust account with Continental Stock Transfer and Trust Company (the “Trust Account”). Our certificate of incorporation as amended, provides that if we do not complete a business combination by August 31, 2009, we will be required to liquidate and the proceeds of the Trust Account would be distributed to our Class B Stockholders.
Asked for an extension until 08/30/2009 to complete a business combination.
Target of acquisition: Pypo digital. The company signed Letter of Intent on May 23, 2008 and signed a Definitive Purchase Agreement on September 5, 2008.
On September 15, 2008 the Company filed a registration statement on Form S-4 containing a prospectus for the transactions contemplated by the merger agreement and a proxy for the special meeting of the Company’s stockholders to vote on the proposed business combination with Pypo. The SEC staff completed its initial review of the Form S-4 and issued its initial comments on October 10, 2008. The Company has subsequently filed nine amended registration statements on Form S-4/A on December 8, 2008, January 16, 2009, March 6, 2009, April 6, 2009, April 30, 2009, May 11, 2009, May 13, 2009 and two filings on May 14, 2009, addressing each of the SEC staff’s subsequent comments received from each of the first eight amended filings on December 19, 2008, February 13, 2009, March 23, 2009, April 20, 2009, May 8, 2009, May 12, 2009, May 13, 2009 and May 14, 2009.
On May 14, 2009, the SEC advised the Company that they had no additional comments (although neither the SEC nor the SEC staff pass on the accuracy or adequacy of the registration statement) and declared the Form S-4 registration statement effective. On May 14, 2009, the Company mailed the combined proxy statement for a special meeting of the stockholders of the Company and prospectus of Pypo China Holdings Limited to its stockholders of record.
美国证监委也不好玩， 一个 S-4, 递了九次，律师费不知搞掉多少， 在五月十四日才搞定。此项并购如做成， 公司将不再是DE Corp， 而将转往Cayman Island。
算是做成了！
最新消息:
MIDDLE KINGDOM ALLIANCE CORP. ANNOUNCES STOCKHOLDER APPROVAL OF
BUSINESS COMBINATION WITH PYPO DIGITAL COMPANY LIMITED
Atlanta, Georgia, June 29, 2009 – Middle Kingdom Alliance Corp. (OTC Bulletin Board: MKGDU, MKGD, MKGDW, MKGBU, MKGBB, MKGBW) announced that at a special meeting held today its stockholders approved its previously-announced proposed business combination with Pypo Digital Company Limited. In approving the business combination, Middle Kingdom’s stockholders also approved the redomestication of Middle Kingdom from Delaware to the Cayman Islands, as well as other matters related to the redomestication. The parties expect the business combination to close during the week of July 6, 2009.
Subsequent to the transaction, Middle Kingdom expects to change its name to Pypo China Holdings Limited and to continue to trade on the OTCBB under the symbols MKGDU, MKGD, MKGDW, MKGBU, MKGBB, MKGBW until new symbols are issued.
Holders of approximately 15% of Middle Kingdom’s Class B shares issued in its initial public offering have elected to convert their Class B shares for a pro rata portion of Middle Kingdom’s trust fund (including those stockholders that exercised their conversion rights in connection with Middle Kingdom’s December 2008 special meeting).
ABOUT MIDDLE KINGDOM ALLIANCE CORPORATION
Middle Kingdom is a Delaware organized blank check company organized on January 17, 2006. It completed its initial public offering on December 13, 2006. Middle Kingdom was formed for the purpose of effecting a business combination with an enterprise having its primary operations in the People’s Republic of China.
4. Pantheon China Acquisition
IPO Date: 12/20/2006, total proceeds: $34.5 million. Sold 5,750,000 shares in the IPO.
“On November 3, 2008, we entered into an Agreement and Plan of Merger, Conversion and Share Exchange (the “merger agreement”) with Pantheon Arizona Corp., a corporation incorporated in the State of Arizona, USA and a wholly-owned subsidiary of Pantheon (“Pantheon Arizona”), China Cord Blood Services Corporation, an exempted company incorporated in the Cayman Islands (“Target”), Golden Meditech Company Limited, an exempted company incorporated in the Cayman Islands (“GM”), and each shareholder of Target named in Schedule I thereto and indicated as a “selling shareholder” for the purposes of such merger agreement (each a “Selling Shareholder” and collectively the “Selling Shareholders”), which as of the date of the merger agreement held approximately 88% of the outstanding shares of Target. We refer to the transactions contemplated by the merger agreement as the proposed acquisition.
There is substantial doubt about the Company’s ability to continue as a going concern as a result of the requirement that the Company complete a business combination by September 30, 2009 or prior as disclosed below and as a result of a working capital deficiency as of December 31, 2008, as discussed in the following paragraph.
On December 14, 2008 Pantheon held a special meeting of its stockholders to approve amending its Certificate of Incorporation to extend the deadline by which a business combination must be approved or Pantheon would be obligated to liquidate from December 14, 2008 to September 30, 2009, and provide conversion rights to the holders of up to 20% of its public shares (5,750,000 shares sold in the IPO) in connection with such vote to approve the amendment of its certificate of incorporation.
At the special meeting, the holders of a total of 4,857,699 shares voted in favor of the amendment to its charter and the granting of such conversion rights and the holders of 929,613 of Pantheon’s public shares perfected their conversion rights in connection therewith and the converting shareholders received approximately $5.6 million in cash. Accordingly, on December 14, 2008 Pantheon filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware effecting the amendment approved by its stockholders.
此公司还在苦撑。
As a result, if the Company has not completed a Business Combination by September 30, 2009, its corporate existence will cease and it will dissolve and liquidate for the purposes of winding up its affairs.
5. Shine Media Acquisition Corp. Initial Filing Date: 12/21/2006
没做成， 解散了。
Dissolved because was unable to effect a business combination.
6. Chinagrowth North Acquisition Initial Filing Date: 1/25/2007
算是做成并购， 但很艰苦。化不少钱把反对票买下来。 还背上债。
PROPOSED PRIVATE PURCHASE OF STOCK
The Company intends to pursue the purchase (the “Private Purchases”) of its ordinary shares, par value $.001 per share, directly from a limited number of institutional stockholders of the Company in separate and privately negotiated transactions to be executed at or prior to the Extraordinary General Meeting scheduled to be convened on Friday, January 23, 2009 at 10:00 a.m., New York time to consider and vote on the Acquisition. Our management believes there may be institutional stockholders who intend to exercise their redemption rights but may be prepared to engage in private negotiations in lieu of exercising such redemption rights. It is expected that any such Private Purchases will be contingent upon: (a) approval of the proposals submitted to shareholders for consideration and voting at the Extraordinary General Meeting (the “Proposals”) and (b) the consummation of the Acquisition. The terms of each such Private Purchase shall be negotiated on a case by case basis. CGNAC’s Board of Directors has recommended that you vote “FOR” the Proposals; however, shareholders should individually analyze and determine for themselves the course of action they should take. If CGNAC shareholders do not approve the Acquisition or the Acquisition does not take place, no shares will be purchased in the Private Purchases. CGNAC will not offer to purchase any shares owned by any officer, director or special advisor of CGNAC.
The funding for any such privately negotiated arrangements pursuant to which CGNAC will purchase shares, which may be for a purchase price that is at a premium to the market price and/or trust value of such ordinary shares, would be from our available funds after the closing of the Acquisition, including, but not limited to, the balance of proceeds released from the trust account after closing of the Acquisition and the working capital of UIB (as of the date of Acquisition).
PROPOSED LOAN AGREEMENT
UIB is currently in negotiations with institutional investors to secure up to $20 million in debt financing pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, UIB would use the proceeds of the debt financing to purchase ordinary shares of CGNAC in privately negotiated transactions, enabling UIB to vote those shares in favor of the Proposals. In addition, the Company would issue to the investors 10,000 ordinary shares for each $1,000,000 borrowed by UIB. If the Acquisition is consummated, the Company shall repurchase all of the ordinary shares acquired by UIB and UIB shall use such funds to repay the loan to the investors.
In addition, if the Acquisition is consummated, due to the repurchase of the ordinary shares by the Company in connection with the Private Purchases and the Note Purchase Agreement, it is expected that the Company will not receive any material funds from the Trust Account.
老板， 或者是管理团队， 还得自己掏腰包， 从Open Market 去买一定数量的股票， SEC 就是要创始者， 或管理团队出点血。 万一你这公司股价跌了， 你们做公司团队的也得输：
In addition, certain officers, directors or affiliates of UIB may purchase ordinary shares of CGNAC in the open market or enter into other arrangements with the intention of voting those shares in favor of the Proposals. Any purchases made by CGNAC’s officers, directors or affiliates will be made with funds from such officer, director or affiliate, as applicable.
7. Chinagrowth South Acquisition Initial Filing Date: 1/25/2007
算是做成了。 模式和上面的一样。
Target company: OMH (Olympia Media Holdings)
8. Nagao Group Holdings Initial Filing Date: 3/5/2007
Amount Filed: $75M
没做上市。不了了之。
9. China Opportunity Acquisition Initial Filing Date: 3/21/2007
Acquired Golden Green enterprises. Deal was approved recently. Buying out those investors who wanted to say “No”.
10. China Healthcare Acquisition Corp. Initial Filing Date: 4/23/2007
Total proceeds: $57 million, signed a Purchase Agreement with a Jiangsu environment protection company, but could not complete the combination. Did early distribution of the money in the Trust Fund.
Survived as a shell. Looking for Reverse Merger candidate.
11. 2020 ChinaCap Acquirco, Inc. Initial Filing Date: 4/20/2007
Amount Filed: $60M
IPO Novermber 15, 2007, Total Proceeds: $68.2 million. Still working on acquisition.
12. Stone Tan China Acquisition Corp. Initial Filing Date: 5/8/2007
Amount Filed: $300M
Largest China related SPAC.
IPO Date, October 19, 2007, Proceeds: $259 million. Founders have to put up $10 million to buy stocks on open market, if other shareholders vote against combination.
如果到2009年10月19日还做不成并购， 公司必须解散。
此公司的上市条款规定， 如果29.99%的股东反对， 公司照样可以做成并购。 但如果30%股东反对并购方案， 公司就得另找对象或解散。
Still searching for target.
13. China Energy & Resources Ltd.
Initial Filing Date: 9/6/2007
Amount Filed: $40M
没做成上市。
作者：Diamondhorse 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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 盘点安校长两年前所列的十三家与中国有关的SPAC -- Diamondhorse - (15057 Byte) 2009-7-29 周三, 12:22 (1591 reads)
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