UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHINA HOLDINGS ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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61-1533071
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(State of Incorporation
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(I.R.S. Employer
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or Organization)
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Identification No.)
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33 Riverside Avenue, 5th Floor, Westport, CT 06880
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(Address of Principal Executive Offices)
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(Zip Code)
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| If this Form relates to the registration of a | If this Form relates to the registration of a class | |
| class of securities pursuant to Section 12(b) of | of securities pursuant to Section 12(g) of the | |
| the Exchange Act and is effective pursuant to | Exchange Act and is effective pursuant to | |
| General Instruction A.(c), please check the | General Instruction A.(d), please check the | |
| following box. þ | following box. o |
Securities Act registration statement file number to which this form relates: 333-145085
Securities to be registered pursuant to Section 12(b) of the Act:
| Name of Each Exchange on Which Each Class | ||
| Title of Each Class to be so Registered | is to be Registered | |
| Units, each consisting of one share of Common | American Stock Exchange | |
| Stock and one Warrant | ||
| Common Stock, par value $0.001 per share | American Stock Exchange | |
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Warrants included in Units, exercisable for Common Stock at an exercise price of $7.50 per share |
American Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant’s Securities to be Registered.
A description of the units, common stock and warrants to be registered hereunder is contained in the section entitled “Description of Securities” in the Prospectus included in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-145085) filed with the Securities and Exchange Commission on August 3, 2007, as amended from time to time (the “Registration Statement”). Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
Item 2. Exhibits.
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Exhibit No.
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Description |
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3.1*
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Form of Amended and Restated Certificate of Incorporation. |
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3.2*
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By-laws. |
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3.3*
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Form of Amendment to the By-laws. |
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4.1*
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Specimen Unit Certificate. |
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4.2*
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Specimen Common Stock Certificate. |
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4.3*
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Specimen Public Warrant Certificate |
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4.4*
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Form of Warrant Agreement between Continental Stock Transfer & |
| Trust Company and the Registrant. | |
* Incorporated by reference to the exhibit of the same number filed with the Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| CHINA HOLDINGS ACQUISITION CORP. | ||
| Date: November 6, 2007 | By: ____/s/ Paul K. Kelly_________________ | |
| Name: Paul K. Kelly | ||
| Title: Chief Executive Officer | ||