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)
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1000
N. West Street, Suite 1200
Wilmington,
DE
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
On
November 19, 2009, certain of the pre-initial public offering stockholders (the
“Stockholders”) of China
Holdings Acquisition Corp. (“CHAC”) entered into an
agreement with Dorset Management Corporation (“Dorset”) pursuant to which the
Stockholders agreed to transfer an aggregate of 350,000 shares of their CHAC
common stock to Dorset (after the expiration of lock-up periods agreed to by the
Stockholders in CHAC’s initial public offering) and Dorset agreed to
vote in favor of the transaction and not redeem their shares of CHAC common
stock. In connection with the agreement, the Stockholders agreed to
transfer any registration rights such stockholders possessed to Dorset and CHAC
agreed to grant Dorset registration rights equivalent to those possessed by the
Stockholders on all shares of CHAC common stock owned by them. CHAC
is not issuing any additional securities in connection with this
agreement.
This
agreement will reduce the number of shares voting against the transaction and
increase the likelihood of the transaction being completed.
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.
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CHINA HOLDINGS
ACQUISITION CORP. |
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Dated: November
19, 2009
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By:
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/s/ Paul
K. Kelly |
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Name:
Paul K. Kelly |
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Title:
Chairman and Chief Executive Officer |
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