UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of August 15, 2008
Commission
File Number: 001-34149
CHARDAN
2008 CHINA ACQUISITION CORP.
(Translation
of registrant’s name into English)
Suite
18E, Tower A
Oriental
Kenzo Plaza
48
Dongzhimenwai Street
Beijing,
100027, China
Tel:
86-10-84477148
Fax:
86-10-84477246
(Address
of principal executive office)
Indicate
by
check
mark whether the registrant files or will file annual reports under cover
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):
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):
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-
On
August
15, 2008, the initial public offering (“IPO”) of 6,875,000 units (“Units”) of
Chardan 2008 China Acquisition Corp. (“Chardan” or the “Company”) was
consummated. Each Unit consists of one ordinary share,
$0.0001
par
value per share (“Ordinary Shares”), and one warrant (“Warrant(s)”) that
entitles the holder to purchase one Ordinary Share at $5.00 per share. The
Units
were sold at an offering price of $8.00 per unit, generating gross proceeds
to
the Company of $55,000,000. The Warrants will become exercisable on the later
of
the Company’s completion of a business combination or August 11, 2009, and will
expire on August 11, 2012, or earlier upon redemption or
liquidation.
Prior
to
the consummation of the IPO, the Company completed a private placement (“Private
Placement”) of 2,000,000 warrants at a purchase price of $0.50 per warrant to
certain of its officers, directors and initial shareholders on August 11,
2008
(“Private Placement Warrants”). The Private Placement Warrants are identical to
the Warrants included in the Units sold in the IPO except that the Private
Placement Warrants are non-redeemable
and
may
be
exercised on a “cashless” basis at any time
after
the
later to occur of the Company’s completion of a business combination or August
11, 2009,
in
each
case if held by their initial holders or their permitted assigns. The holders
of
Private Placement Warrants will not have any right to any liquidation
distributions with respect to the Ordinary Shares underlying such Private
Placement Warrants in the event the Company fails to consummate a business
combination, in which event the Private Placement Warrants will expire
worthless.
The
IPO
and the Private Placement generated gross proceeds to the Company in the
aggregate of $56,000,000. The Company intends to use the net proceeds from
the
IPO and the Private Placement to acquire, through a merger, share exchange,
contractual control arrangement or other similar business combination, one
or
more assets or operating businesses in the People’s Republic of China. The
Company’s efforts in identifying a prospective target business will not be
limited to a particular industry in China.
Approximately
$54,300,000 of proceeds from the IPO and Private Placement were placed in
the
Company’s trust account at Goldman Sachs in London maintained by Continental
Stock Transfer & Trust Company acting as trustee. These funds will not be
released until the earlier of the Company’s completion of a business combination
with a target acquisition (or acquisitions) whose fair market value is at
least
equal to 80% of the Company’s net assets held in the trust account prior to the
exercise of shareholder redemption rights described in the Company’s final
prospectus (net of: (i) taxes paid or reserved for and (ii) interest earned
on
the trust account, which the Company estimates to be approximately $2,000,000,
all of which the Company may draw from the trust account as provided for
in the
Company’s final prospectus to pay for its working capital (including expenses in
seeking business combinations and, potentially, the costs of its liquidation
and
dissolution) and excluding the amount held in the trust account representing
a
portion of the underwriters’ discount and non-accountable expense allowance) at
the time of the execution of the definitive documentation relating to the
Company’s business combination or liquidation of the Company.
The
Company’s press release announcing the consummation of the IPO and Private
Placement and an audited balance sheet as of August 15, 2008 reflecting receipt
of the proceeds upon consummation of the IPO and the Private Placement are
included as Exhibit 99.1 to this Report of Foreign Private Issuer on Form
6-K.