As filed with the Securities and Exchange Commission on February 8, 2011.
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 VANTAGEPOINT ACQUISITION COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 98-0677690 |
| (State of Incorporation | (I.R.S. Employer |
| or Organization) | Identification No.) |
465 Brickell Avenue, #617
Miami, Florda 33131
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o | | If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. þ |
Securities Act registration statement file number to which this form relates: 333-170006
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | | Name of Each Exchange on Which Each Class is to be Registered |
| None | | |
Securities to be registered pursuant to Section 12(g) of the Act:
| Units |
| (Title of Class) |
| |
| Subunits |
| (Title of Class) |
| |
| Ordinary Shares, $0.001 par value |
| (Title of Class) |
| |
| Ordinary Share Purchase Warrants |
| (Title of Class) |
Item 1. Description of Registrant's Securities to be Registered.
A description of the units, subunits, ordinary shares and ordinary share purchase 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. 333-170006) filed with the Securities and Exchange Commission on October 19, 2010, as amended from time to time (the “Registration Statement”). This information is incorporated herein by reference. 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.
| Exhibit No. | Description |
| 3.1* | Memorandum of Association. |
| 3.2* | Articles of Association. |
| 3.3* | Amended and Restated Memorandum and Articles of Association. |
| 4.1* | Specimen Unit Certificate. |
| 4.2* | Specimen Subunit Certificate |
| 4.3* | Specimen Ordinary Share Certificate. |
| 4.4* | Specimen Warrant Certificate |
| 4.5* | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 4.6* | Form of Unit Purchase Option between EarlyBirdCapital, Inc. and the Registrant |
| 10.4* | Form of Investment Management Trust 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 VANTAGEPOINT ACQUSITION COMPANY | |
| | | |
| | | | |
| By: | /s/ Wei Li | |
| | | Name: Wei Li | |
| | | Title: Chief Executive Officer | |
| | | | |
