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0000950134-06-023654.txt : 20061222 0000950134-06-023654.hdr.sgml : 20061222 20061222163721 ACCESSION NUMBER: 0000950134-06-023654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WALL ACQUISITION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50550 FILM NUMBER: 061297470 BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2127530804 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 8-K 1 f26084e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 22, 2006

GREAT WALL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)


Delaware	000-50550	20-0178991
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


660 Madison Avenue, 15th Floor, New York, New York		10021
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 753-0804

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 22, 2006, Great Wall announced that it has consummated its previously announced acquisition of ChinaCast Communication Holdings Limited. As of December 22, 2006, shareholders of ChinaCast that had previously executed Letters of Undertaking with Great Wall with respect to the sale of their shares and that collectively hold 239,648,953 shares of ChinaCast or 51.22% of ChinaCast’s outstanding shares have accepted the voluntary conditional offer (the “Offer”) made in Singapore by DBS Bank, for and on behalf of Great Wall, to acquire all of the outstanding ordinary shares of ChinaCast. As a result of this acceptance of the Offer by the ChinaCast shareholders that previously executed the Letters of Undertaking, ChinaCast has become a subsidiary of Great Wall and such acquisition qualifies as a “business combination” under Great Wall’s amended and restated certificate of incorporation. None of the shares issued to these shareholders have been registered under the Securities Act of 1933, as amended (the “Securities Act”). These shares were sold in offshore transactions in reliance on Regulation S of the Securities Act.

Each of the shareholders described above who accepted the Offer received 0.04697048 new shares of Great Wall common stock in exchange for each share of ChinaCast. ChinaCast tendered by such shareholder.

In addition to the ChinaCast shares that have been acquired by Great Wall as described above, as of December 22, 2006, ChinaCast shareholders holding an additional 31,703,000 shares of ChinaCast’s outstanding shares have also accepted the Offer. Pursuant to the terms of the Offer and in compliance with Singapore law, the Offer will remain open in Singapore until January 18, 2007. ChinaCast shareholders can continue to accept the Offer until such date. Each ChinaCast shareholder who accepts the Offer may elect to receive, in consideration for each share of ChinaCast tendered by such shareholder, either 0.04697048 new shares of Great Wall common stock or S$.28 in cash.

In connection with the business combination, Great Wall has filed a registration statement on Form S-4 (Registration No. 333-134098) with the Securities and Exchange Commission. The definitive proxy statement/prospectus contained therein was distributed to stockholders on December 5, 2006, and contains important information about Great Wall, ChinaCast and the transaction with ChinaCast, including a description of the business and assets of ChinaCast as well as detailed risk factors. Such information is incorporated herein by reference from Amendment No. 7 to Great Wall’s Registration Statement on Form S-4 (Registration No. 333-134098). The definitive proxy statement/prospectus and other documents filed by Great Wall are available free of charge at the SEC’s website, http://www.sec.gov, or by directing a request to Great Wall Acquisition Corporation, 660 Madison Avenue, 15th Floor, New York, New York, 10021, Attention: Richard Xue.

Great Wall has issued a press release included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Incorporated by reference from Amendment No 7 to Great Wall’s Registration Statement on Form S-4 (Registration No. 333-134098) dated December 5, 2006.

(b) Pro Forma Financial Information

Incorporated by reference from Amendment No 7 to Great Wall’s Registration Statement on Form S-4 (Registration No. 333-134098) dated December 5, 2006.

(d) Exhibits:

99.1 Press release dated December 22, 2006.

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 hereunto duly authorized.


Dated: December 22, 2006	GREAT WALL ACQUISITION CORPORATION
	By:	/s/ Kin Shing Li
		Name:	Kin Shing Li
		Title:	Chairman of the Board, Chief Executive Officer and Secretary

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release dated December 22, 2006.

EX-99.1 2 f26084exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

GREAT WALL CONSUMMATES ACQUISITION OF CHINACAST COMMUNICATION HOLDINGS LIMITED

NEW YORK, December 22, 2006 (BUSINESS WIRE) — Great Wall Acquisition Corporation (OTCBB: GWAQ, GWAQU, GWAQW) announced today that it has consummated its previously announced acquisition of ChinaCast Communication Holdings Limited. As of December 22, 2006, shareholders of ChinaCast that had previously executed Letters of Undertaking with Great Wall with respect to the sale of their shares and that collectively hold 239,648,953 shares of ChinaCast or 51.22% of ChinaCast’s outstanding shares have accepted the voluntary conditional offer (the “Offer”) made in Singapore by DBS Bank, for and on behalf of Great Wall, to acquire all of the outstanding ordinary shares of ChinaCast. As a result of this acceptance of the Offer by the ChinaCast shareholders that previously executed the Letters of Undertaking, ChinaCast has become a subsidiary of Great Wall and such acquisition qualifies as a “business combination” under Great Wall’s amended and restated certificate of incorporation. None of the shares issued to these shareholders have been registered under the Securities Act of 1933, as amended (the “Securities Act”). These shares were sold in offshore transactions in reliance on Regulation S of the Securities Act.

This press release is not an offer to sell or a solicitation of an offer to buy securities in any state or jurisdiction where the offer or sale is not permitted. Prospective investors in Great Wall are urged to read the proxy statement/prospectus because it contains important information about Great Wall, ChinaCast and the proposed ChinaCast acquisition.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Great Wall, ChinaCast and the proposed acquisition. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Great Wall’s and ChinaCast’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in China, changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which ChinaCast is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of e-learning services; timing, approval and market acceptance of new services and solutions; general economic conditions; geopolitical events and regulatory changes; and other relevant risks detailed in Great Wall’s filings with the SEC. The information set forth herein should be read in light of such risks. Neither Great Wall nor ChinaCast assumes any obligation to update the information contained in this press release.

About Great Wall: Based in New York City, Great Wall was incorporated in August 2003 as a blank check company whose objective is to acquire an operating business having its primary operations in the People’s Republic of China. Great Wall consummated its initial public offering in March 2004, receiving net proceeds of approximately US$23,986,000 on the sale of 4,515,975 units at US$6.00 per unit, including an over-allotment option. Each unit was comprised of one share of Great Wall common stock and two redeemable common stock purchase warrants having an exercise price of US$5.00. As of September 30, 2006, Great Wall holds approximately US$24,849,534 of those net proceeds including interest in a trust account maintained by an independent trustee which will be released upon the consummation of a qualifying business combination.

Questions and inquiries for further information may be directed to Mr. Richard Xue, Consultant to Great Wall, 660 Madison Avenue, New York, New York 10021; telephone (212) 753-0804.