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EX-99.1 - Global Cornerstone Holdings Ltdv219630_ex99-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2011 (April 20, 2011)

  
GLOBAL CORNERSTONE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

  
British Virgin Islands
 
6770
 
66-0758906
(State or other jurisdiction of
 incorporation or organization)
 
(Primary Standard Industrial
 Classification Code Number)
 
(I.R.S. Employer
 Identification Number)

641 Lexington Avenue
 28 th  Floor
 New York, NY
10022
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (212) 822-8165

Not Applicable
 (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 to the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Item 8.01   Other Events

On April 20, 2011, Global Cornerstone Holdings Limited (the “Company”) consummated its initial public offering (“IPO”) of 8,000,000 Units (“Units”), each Unit consisting of one ordinary share, no par value per share (“Ordinary Shares”), and a Warrant (“Warrants”) to purchase one Ordinary Share, pursuant to the registration statement on Form S-1 (File No. 333-172120) (“Registration Statement”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $80,000,000.  

Prior to the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 3,000,000 warrants to Global Cornerstone Holdings LLC, a limited liability company controlled by the Company’s officers, directors and advisor, generating gross proceeds of $3,000,000.  The warrants sold in the Private Placement are substantially similar to the Warrants, except that if held by the original holders or their permitted assigns, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination.
 
A total of $80,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders.  An audited balance sheet as of April 20, 2011 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.  
 

Exhibit Number
Description
99.1
Audited Balance Sheet

 
 

 

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:   April 25, 2011
 
GLOBAL CORNERSTONE HOLDINGS LIMITED
         
   
    
By:  
/s/ James D. Dunning, Jr.
       
Name:  James D. Dunning, Jr.
       
Title:    Chief Executive Officer