Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 19,
2009
CHINA HOLDINGS ACQUISITION
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
|
|
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1000
N. West Street, Suite 1200
Wilmington,
DE
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (302)-295-4832
_______________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| x |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
IMPORTANT
NOTICES
In connection with the proposed
acquisition, China Ceramics Co., Ltd., a wholly owned subsidiary of China Holdings Acquisition Corp.
(“CHAC”), prepared a Registration Statement
containing a proxy statement/prospectus. A definitive proxy statement/prospectus
and a form of proxy has been mailed to the stockholders of CHAC
seeking their approval of the transaction. Before making any voting
decision, CHAC’s stockholders are urged to read the
proxy statement/ prospectus regarding the merger carefully and in its entirety
because it will contain important information about the proposed
merger. CHAC’s stockholders are able to obtain, without charge, a copy
of the proxy statement/prospectus and other relevant documents filed with the
U.S. Securities and Exchange Commission from the Commission’s website at http://www.sec.gov.
CHAC’s stockholders are also be able to obtain, without charge, a copy
of the proxy statement/prospectus and other relevant documents (when available)
by directing a request by mail to Mark L. Wilson at China Holdings
Acquisition Corp., 1000 North West Street Suite
1200, Wilmington, DE. 19801 or by telephone at (302)
295-4832. CHAC and its directors and officers may be deemed to be
participants in the solicitation of proxies from CHAC’s stockholders with respect to the
proposed merger. Information about CHAC’s directors and executive officers and their ownership
of CHAC’s common stock is set forth in
the proxy
statement/prospectus.
Stockholders may obtain additional information regarding the interests of CHAC
and its directors and executive officers in the merger, which may be
different than those
of CHAC’s stockholders generally, by reading the
proxy statement/prospectus filed under China Ceramics Co., Ltd.
and other relevant
documents regarding the proposed merger.
Item
8.01 Other Events
China
Holdings Acquisition Corp. (“CHAC”) previously reported
entering into an agreement (the “Victory Agreement”), dated
November 17, 2009, with Victory Park Capital Advisors, LLC (“Victory Park”), pursuant to
which funds managed by Victory Park might purchase up to an aggregate of up to
approximately 4,000,000 shares of CHAC’s common stock from third parties prior
to CHAC’s special meeting of stockholders. As of November 18, 2009,
Victory Park had purchased 3,852,237 shares of CHAC common stock from third
parties and entered into agreements with CHAC to sell such shares to CHAC for
$37,713,400.
In
addition, CHAC has entered into Stock Purchase Agreements with 7 of its
stockholders to purchase an aggregate of 3.586 million shares of CHAC common
stock for a purchase price of $9.79 per share. Neither of the sellers is
affiliated with CHAC or Success Winner Limited, or any of their respective
officers and directors and/or their respective affiliates. Two of the
stockholders, Aldebaran Investments LLC and Credit Suisse were, however, greater
than 5% stockholders of CHAC’s common stock. Pursuant to the purchase
agreements, such stockholders have agreed not to exercise their conversion
rights or, if they have already exercised their conversion rights, to withdraw
and revoke such exercise. Including the agreements that were
previously reported, CHAC has entered into agreements to purchase an aggregate
of 4.886 million of its shares of common stock (not including the shares to be
purchased pursuant to the Victory Agreement).
The
purchase of shares of CHAC common stock pursuant to these agreements will reduce
the number of shares available to seek redemption of their common stock for
cash. The purchase of common stock pursuant to these agreements will take
place concurrently with or following the closing of the redomestication and
business combination and will be paid for with funds that will be released from
CHAC’s trust account upon consummation of the redomestication and business
combination.
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.
Dated: November
19, 2009
| |
CHINA
HOLDINGS ACQUISITION CORP.
|
|
| |
|
|
|
|
|
By:
|
/s/
Paul K. Kelly |
|
| |
|
Name: Paul
K. Kelly
|
|
| |
|
Title: Chairman
and Chief Executive Officer
|
|