UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2010
CHINA FUNDAMENTAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Cayman Islands | 000-53233 | 98-0562157 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Room 2301, 19 Des Voeux Road, Central, Hong Kong | ||
(Address of Principal Executive Offices) | (Zip Code) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.
IMPORTANT NOTICE
This report of foreign private issuer, including the exhibits contained herein, includes “forward-looking statements” that involve substantial risks and uncertainties. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this report include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this report. Such risk factors include, among others: uncertainties as to the timing of the acquisition; approval of the transaction by China Fundamental shareholders; the satisfaction of closing conditions to the transaction; costs related to the acquisition; potential liability from future litigation; and the diversion of management time on acquisition and integration related issues. Actual results may differ materially from those contained in the forward-looking statements in this report and documents submitted to the SEC. Neither China Fundamental nor Wowjoint assumes any obligation to update these forward-looking statements.
Other Events
On February 12, 2010, China Fundamental Acquisition Corporation (China Fundamental”) issued a press release announcing that its shareholders had approved its previously announced acquisition of Beijing Wowjoint Machinery Co., Ltd. and its associated companies (collectively “Wowjoint”). In addition to approving the acquisition of Wowjoint, the China Fundamental shareholders also approved (i) the change in its corporate name to Wowjoint Holdings Limited as a result of the acquisition; (ii) certain amendments to China Fundamental’s articles of association; and (iii) the appointment of four new members to the Company’s Board of Directors effective upon the consummation of the acquisition of Wowjoint.
A copy of the press release is attached as Exhibit 99.1 hereto.
Exhibits
Exhibit No | Description | |
99.1 | Press Release dated February 12, 2010 |
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, thereunto duly authorized.
CHINA FUNDAMENTAL ACQUISITION CORPORATION | |||
By: | /s/ Chun Yi Hao | ||
Name: Chun Yi Hao | |||
Date: February 12, 2010 | Title: Chief Executive Officer | ||