Attached files
| file | filename |
|---|---|
| EX-5.1 - China VantagePoint Acquisition Co | v212059_ex5-1.htm |
| EX-5.2 - China VantagePoint Acquisition Co | v212059_ex5-2.htm |
| EX-23.1 - China VantagePoint Acquisition Co | v212059_ex23-1.htm |
Registration
No.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA
VANTAGEPOINT ACQUISITION COMPANY
(Exact
name of registrant as specified in its charter)
|
Cayman
Islands
|
6770
|
98-0677690
|
||
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer Identification
Number)
|
465
Brickell Avenue, #617
Miami,
Florida 33131
(305)
981-6888
(Address,
including zip code, and telephone number including area code, of Registrant’s
principal executive offices)
Wei
Li
Yiting
Liu
Ye
(Sophie) Tao
465
Brickell Avenue, #617
Miami,
Florida 33131
(305)
981-6888
(Name,
address, including zip code, and telephone number including area code, of agent
for service)
Copies
to:
|
Mitchell
S. Nussbaum, Esq.
Giovanni
Caruso, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154
(212)
407-4159
(212)
407-4990—Facsimile
|
David
Alan Miller, Esq.
Jeffrey
M. Gallant, Esq.
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue, 19th
Floor
New
York, New York 10174
(212)
818-8000
(212)
818-8881—Facsimile
|
Approximate
date of commencement of proposed sale to the public: From time to time after
this Registration Statement becomes effective.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. T
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. T 333-170006
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
Accelerated Filer o
|
Accelerated
Filer o
|
Non-Accelerated
Filer o
|
Smaller
Reporting Company x
|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. o
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities to be registered
|
Amount
Being Registered
|
Proposed
Maximum Offering Price Per Security(5)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
(1)
|
||||||||||||
|
Units,
each consisting of one Subunit and one-half Warrant
|
287,500 | $ | 6.00 | $ | 1,725,000.00 | $ | 200.27 | |||||||||
|
Subunits
included as part of the Units, each consisting of one ordinary share, par
value $0.001, and one-half warrant
|
287,500 |
__
|
__
|
__(3)
|
||||||||||||
|
Warrants
included as part of the Units (3)
|
143,750 |
__
|
__
|
__(3)
|
||||||||||||
|
Ordinary
shares included as part of the Subunits (4)
|
287,500 |
__
|
__
|
__(3)
|
||||||||||||
|
Warrants
included as part of the Subunits(3)
|
143,750 |
__
|
__
|
__(3)
|
||||||||||||
|
Ordinary
shares underlying the Warrants included in the Units (4)
|
143,750 | $ | 5.00 | $ | 718,750.00 | $ | 83.45 | |||||||||
|
Ordinary
shares underlying the Warrants included in the Subunits (4)
|
143,750 | $ | 5.00 | $ | 718,750.00 | $ | 83.45 | |||||||||
|
Total
|
$ | 3,162,500.00 | $ | 367.17 | ||||||||||||
|
(1)
|
The
registration fee for securities to be offered by the Registrant is based
on an estimate of the Proposed Maximum Aggregate Offering Price of the
securities, and such estimate is solely for the purpose of calculating the
registration fee pursuant to Rule 457(o).
|
|
(2)
|
Pursuant
to Rule 416, there are also being registered such additional securities as
may be issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions as a result of the anti-dilution
provisions contained in the warrants.
|
|
(3)
|
No
fee pursuant to Rule 457(g).
|
|
(4)
|
Pursuant
to Rule 416, there are also being registered such additional securities as
may be issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions as a result of the anti-dilution
provisions contained in the Warrants.
|
|
(5)
|
Estimated
solely for the purpose of calculating the registration
fee.
|
EXPLANATORY
NOTE
This
registration statement is being filed pursuant to Rule 462(b) as promulgated
under the Securities Act of 1933, as amended, China VantagePoint Acquisition
Company (the “Registrant”) hereby incorporates by reference into this
registration statement the contents of the Registration Statement on Form S-1
(Registration No. 333-170006), including the exhibits thereto, which was
declared effective by the Securities and Exchange Commission on February 17,
2011 (the “Prior Registration Statement”). This registration statement is being
filed solely to increase the number of units being offered in the public
offering. The required opinion of counsel and related consent and accountant’s
consent are attached hereto and filed herewith.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
16. Exhibits and Financial Statement Schedules.
All
exhibits filed or incorporated by reference in the registrant’s Registration
Statement on Form S-1, as amended (File No. 333-170006), are incorporated by
reference into, and shall be deemed to be part of, this Registration Statement,
except for the following, which are filed herewith:
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
|
5.1
|
Opinion
of Conyers Dill & Pearman
|
|
|
5.2
|
Opinion
of Loeb & Loeb LLP
|
|
|
23.1
|
Consent
of Marcum LLP
|
|
|
23.2
|
Consent
of Conyers Dill & Pearman (included in Exhibit 5.1)
|
|
|
23.3
|
Consent
of Loeb & Loeb LLP (included in Exhibit 5.2)
|
|
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Form S-1 and has authorized this Form S-1 to be
signed on its behalf by the undersigned in the City of Miami, Florida, on
February 18, 2011.
|
CHINA
VANTAGEPOINT ACQUISITION COMPANY
|
|||
|
|
By:
|
/s/ Wei Li | |
| Name: Wei Li | |||
|
Title:
Chief Executive Officer
|
|||
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
|
Signature
|
Title
|
Date
|
||
|
/s/ Wei Li
|
Chief
Executive Officer and Director
|
February
18, 2011
|
||
| Wei Li |
(Principal
Executive Officer and Principal Accounting and Financial
Officer)
|
|||
|
/s/ Yiting Liu
|
Co-Chair
of the Board of Directors
|
February
18, 2011
|
||
| Yiting Liu | ||||
|
/s/
Ye (Sophie) Tao
|
Co-Chair
of the Board of Directors
|
February
18, 2011
|
||
| Ye (Sophie) Tao |
EXHIBIT
INDEX
|
NUMBER
|
DESCRIPTION
|
|||
|
5.1
|
Opinion
of Conyers Dill & Pearman
|
|||
|
5.2
|
Opinion
of Loeb & Loeb LLP
|
|||
|
23.1
|
Consent
of Marcum LLP
|
|||
|
23.2
|
Consent
of Conyers Dill & Pearman (included in Exhibit 5.1)
|
|||
|
23.3
|
Consent
of Loeb & Loeb LLP (included in Exhibit
5.2)
|
|||