Schedule 13G

-----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, SEa7ezo4nDtmjsd56N/f9PqWZ9ZXZy5b/V4+Ml6Sl1WKofw9QRSGSOEcGgFo5R7f ntW9sJ6Izp61pffqnZCsNw== 0001193125-08-245018.txt : 20081128 0001193125-08-245018.hdr.sgml : 20081127 20081128110851 ACCESSION NUMBER: 0001193125-08-245018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081128 DATE AS OF CHANGE: 20081128 GROUP MEMBERS: ANDREW M. WEISS, PH.D. GROUP MEMBERS: SPAC GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Spring Creek Acquisition Corp. CENTRAL INDEX KEY: 0001417370 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: 005-83865 FILM NUMBER: 081219759 BUSINESS ADDRESS: STREET 1: 10F, ROOM#1005, FORTUNE INT?L BUILDING STREET 2: NO. 17, NORTH DALIUSHU ROAD CITY: HAI DIAN DISTRICT, BEIJING STATE: F4 ZIP: 100081 BUSINESS PHONE: 86-106214-3561 MAIL ADDRESS: STREET 1: 10F, ROOM#1005, FORTUNE INT?L BUILDING STREET 2: NO. 17, NORTH DALIUSHU ROAD CITY: HAI DIAN DISTRICT, BEIJING STATE: F4 ZIP: 100081 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISS CAPITAL LLC CENTRAL INDEX KEY: 0001357550 IRS NUMBER: 611451623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 29 COMMONWEALTH AVE. CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-7780 MAIL ADDRESS: STREET 1: 29 COMMONWEALTH AVE. CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Spring Creek Acquisition Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G8374R112

(CUSIP Number)

November 19, 2008

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 on 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 NO. G8374R112		SCHEDULE 13G		PAGE 2 OF 8 PAGES


1.		Name of Reporting Person/S.S. or I.R.S. Identification No. of above person WEISS CAPITAL LLC
2.		Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
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 582,350
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 582,350


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 582,350
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
11.		Percent of Class Represented by Amount in Row (9) 9.0%
12.		Type of Reporting Person* 00—Limited Liability Company


CUSIP NO. G8374R112		SCHEDULE 13G		PAGE 3 OF 8 PAGES


1.		Name of Reporting Person/S.S. or I.R.S. Identification No. of above person SPAC GP LLC
2.		Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
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 582,350
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 582,350


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 582,350
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
11.		Percent of Class Represented by Amount in Row (9) 9.0%
12.		Type of Reporting Person* 00—Limited Liability Company


CUSIP NO. G8374R112		SCHEDULE 13G		PAGE 4 OF 8 PAGES


1.		Name of Reporting Person/S.S. or I.R.S. Identification No. of above person ANDREW M. WEISS, PH.D.
2.		Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. Sole Voting Power 0
		6. Shared Voting Power 582,350
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 582,350


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 582,350
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
11.		Percent of Class Represented by Amount in Row (9) 9.0%
12.		Type of Reporting Person* IN


CUSIP NO. G8374R112		SCHEDULE 13G		PAGE 5 OF 8 PAGES

ITEM 1.

(a)

Name of Issuer: Spring Creek Acquisition Corporation

(b)

Address of Issuer’s Principal Executive Offices:

10F, Room #1005, Fortune Int’l Building

No. 17, North DaLiaShu Road

Hai Dain District, Beijing 10081

People’s Republic of China

ITEM 2.

(a)

and (c): Name and Citizenship of Persons Filing:

(i)

Weiss Capital LLC, a Delaware limited liability company (“Weiss Capital”).

(ii)

SPAC GP LLC, a Delaware limited liability company (“SPAC GP”).

(iii)

Andrew M. Weiss, Ph.D., a United States citizen.

(b):

Address of Principal Business Office:

Weiss Capital, SPAC GP, and Dr. Weiss have a business address of

29 Commonwealth Avenue, 10th Floor, Boston, Massachusetts 02116

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: G8374R112

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:



(a)	¨	Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State

(f)	¨	Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)

(g)	¨	A Parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G)(Note: See Item 7)

(h)	¨	A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)	¨	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)	¨	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)


CUSIP NO. G8374R112		SCHEDULE 13G		PAGE 6 OF 8 PAGES

ITEM 4.

OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item I.

WEISS CAPITAL LLC*

(a)

Amount Beneficially Owned: 582,350

(b)

Percent of Class: 9.0%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 582,350

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 582,350

SPAC GP LLC**

(a)

Amount Beneficially Owned: 582,350

(b)

Percent of Class: 9.0%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 582,350

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 582,350

ANDREW M. WEISS, PH.D.***

(a)

Amount Beneficially Owned: 582,350

(b)

Percent of Class: 9.0%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 582,350

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 582,350

*	Shares reported for Weiss Capital are shares beneficially owned by a private investment partnership, of which Weiss Capital is the sole investment manager.

**	Shares reported for SPAC GP are shares beneficially owned by a private investment partnership, of which SPAC GP is the sole general partner.

***	Shares reported for Andrew Weiss are shares beneficially owned by a private investment partnership, which may be deemed to be controlled by Mr. Weiss, who is the managing member of the General Partner and Investment Manager


CUSIP NO. G8374R112		SCHEDULE 13G		PAGE 7 OF 8 PAGES

of such private investment partnership. Dr. Weiss disclaims beneficial ownership of the shares reported herein as beneficially owned by him except to the extent of his pecuniary interest therein.

The percent of class computations are based on 6,468,750 shares of common stock outstanding, as reported in the Company’s report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 14, 2008.

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 ¨ .

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not Applicable

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

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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.


CUSIP NO. G8374R112		SCHEDULE 13G		PAGE 8 OF 8 PAGES

SIGNATURE

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

Dated: November 28, 2008


WEISS CAPITAL LLC

By:		/s/ Georgiy Nikitin
		Georgiy Nikitin, Chief Compliance Officer

SPAC GP LLC

By:		/s/ Georgiy Nikitin
		Georgiy Nikitin, Chief Compliance Officer


By:		/s/ Georgiy Nikitin
		Attorney-in-Fact for Andrew Weiss

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