c59092_sc13g.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqKELNZ/y2gUHyLRR7PTqpS2fooh4DJXJcOCxYYWnXhuTqpvRqiLZdyuiE8Pvd0W PlJZ9d0STmqRIr01szlxRQ== 0000930413-09-005271.txt : 20091021 0000930413-09-005271.hdr.sgml : 20091021 20091021170902 ACCESSION NUMBER: 0000930413-09-005271 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091021 DATE AS OF CHANGE: 20091021 GROUP MEMBERS: BRUCE M. KALLINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hambrecht Asia Acquisition Corp. CENTRAL INDEX KEY: 0001412095 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83889 FILM NUMBER: 091130592 BUSINESS ADDRESS: STREET 1: 13/F TOWER 2 STREET 2: NEW WORLD TOWER CITY: 18 QUEENS ROAD CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2801-5383 MAIL ADDRESS: STREET 1: 13/F TOWER 2 STREET 2: NEW WORLD TOWER CITY: 18 QUEENS ROAD CENTRAL STATE: K3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YAKIRA PARTNERS L P CENTRAL INDEX KEY: 0001036183 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 240 WEST 98TH STREET STREET 2: SUITE 10F CITY: NEW YORK STATE: NY ZIP: 10025 SC 13G 1 c59092_sc13g.htm c59092_sc13g.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. ____)*

Hambrecht Asia Acquisition Corp.

(Name of Issuer)

Common Stock, Par Value $.001

(Title of Class of Securities)

406548107

(CUSIP Number)

October 12, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP Number: 406548107


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Yakira Partners, L.P.

2.	CHECK THE APPROPRIATE BOX IF A GROUP*
	(a)	o
	(b)	x

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			5.	SOLE VOTING POWER
					0

			6.	SHARED VOTING POWER
					284,225

			7.	SOLE DISPOSITIVE POWER
					0

			8.	SHARED DISPOSTIVE POWER
					284,225

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		284,225

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.36%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		PN

CUSIP Number: 406548107


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Bruce M. Kallins

2.	CHECK THE APPROPRIATE BOX IF A GROUP*
	(a)	o
	(b)	x

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			5.	SOLE VOTING POWER
					0

			6.	SHARED VOTING POWER
					284,225

			7.	SOLE DISPOSITIVE POWER
					0

			8.	SHARED DISPOSTIVE POWER
					284,225

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		284,225

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.36%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

CUSIP Number: 406548107


ITEM 1.
	(a)	Name of Issuer:

		Hambrecht Asia Acquisition Corp.

	(b)	Address of Issuer's Principal Executive Offices:

		13/F Tower 2
		New World Tower, 18 Queens Road Central
		Hong Kong

ITEM 2.
	(a)	Name of Person Filing:

		This Schedule 13G (the "Schedule") is being filed with respect to shares of Common Stock (as defined below) of Hambrecht Asia Acquisition Corp. (the "Issuer") which are beneficially owned by Yakira Partners, L.P. and controlled by Bruce M. Kallins (together, the "Reporting Persons"). See Item 4 below.

	(b)	Address of Principal Business

		991 Post Road East Westport, CT 06880

	(c)	Citizenship:

		Yakira Partners, L.P. is a Delaware limited partnership and Bruce M. Kallins is a United States Citizen.

	(d)	Title of Class of Securities:

		Common Stock, par value $.001 (the "Common Stock")

	(e)	CUSIP Number:

		406548107

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
	(a)	o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

CUSIP Number: 406548107


	(e)	o An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
	(f)	o An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
	(g)	o A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G);
	(h)	o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

ITEM 4.	OWNERSHIP.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

			The Reporting Persons beneficially own 284,225 shares of Common Stock held by Yakira Partners, L.P. Mr. Kallins is the managing member of Yakira Partners, L.P.*

	(b)	Percent of class:

			The beneficial ownership of 5.36% is based on the 5,299,125 outstanding shares of Common Stock of the Issuer, as of August 10, 2009, reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2009.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 0

		(ii)	Shared power to vote or to direct the vote: 284,225

		(iii)	Sole power to dispose or to direct the disposition of: 0

		(iv)	Shared power to dispose or to direct the disposition of: 284,225

	*Mr. Kallins directs the operations of Yakira Partners, L.P.. By reason of the provisions of Rule 13d-3 of the Act, he may be deemed to beneficially own the shares beneficially owned by Yakira Partners, L.P.

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	As the controlling person of Yakira Partners, L.P. Bruce M. Kallins has the right to receive and the power to direct the receipt of, dividends and the proceeds from the sale of the shares reported herein that are held by Yakira Partners, L.P.

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
	Not applicable.

ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.

ITEM 10.	CERTIFICATION
	The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c):

	(a)	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date October 21, 2009

Yakira Partners, L.P.

By:	YP Management L.L.C.

By:	/s/ Bruce M. Kallins
	Name: Bruce M. Kallins
	Title: President

	/s/ Bruce M. Kallins
	Bruce M. Kallins

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other parties for whom copies are to be sent.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Hambrecht Asia Acquisition Corp. and that this Joint Filing Agreement be included as an exhibit to such statement. This Joint Filing Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 21, 2009.

	Yakira Partners, L.P.

	By:	YP Management L.L.C.
		/s/ Bruce M. Kallins
		Name: Bruce M. Kallins
		Title: President


		/s/ Bruce M. Kallins
		Bruce M. Kallins

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