-----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, Qtp1KSN3AIsug7sGWEKatQwTl5MflAwPSSLoYAGxjR4x9yZi2mt+zc6x3145vt20 yTV+3DvHzi/XfvBWO2Nb5g== 0001144204-10-009503.txt : 20100223 0001144204-10-009503.hdr.sgml : 20100223 20100223161249 ACCESSION NUMBER: 0001144204-10-009503 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100223 FILED AS OF DATE: 20100223 DATE AS OF CHANGE: 20100223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA FUNDAMENTAL ACQUISITION CORP CENTRAL INDEX KEY: 0001429360 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 980562157 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53233 FILM NUMBER: 10626101 BUSINESS ADDRESS: STREET 1: ROOM 2301 WORLDWIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2169 6390 MAIL ADDRESS: STREET 1: ROOM 2301 WORLDWIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 6-K 1 v175236_6k.htm
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 February 2010

CHINA FUNDAMENTAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)

Cayman Islands
 
000-53233
 
98-0562157
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

Room 2301, 19 Des Voeux Road, Central, Hong Kong
   
(Address of Principal Executive Offices)
 
(Zip Code)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of 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): 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)(7): o
 
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-_______________.

 
 

 

IMPORTANT NOTICE

This report of foreign private issuer, including the exhibits contained herein, includes “forward-looking statements” that involve substantial risks and uncertainties. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this report include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this report. Such risk factors include, among others: uncertainties as to the timing of the acquisition; approval of the transaction by China Fundamental shareholders; the satisfaction of closing conditions to the transaction; costs related to the acquisition; potential liability from future litigation; and the diversion of management time on acquisition and integration related issues. Actual results may differ materially from those contained in the forward-looking statements in this report and documents submitted to the SEC. Neither China Fundamental nor Wowjoint assumes any obligation to update these forward-looking statements.

 
 

 

Other Events

On February 23, 2010, China Fundamental Acquisition Corporation (China Fundamental”) issued a press release announcing that its acquisition of Beijing Wowjoint Machinery Co., Ltd. and its associated companies (collectively “Wowjoint”) had been consummated.

A copy of the press release is attached as Exhibit 99.1 hereto.

 
 

 

Exhibits

Exhibit No
 
Description
99.1
 
Press Release dated February 23, 2010

 
 

 

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, thereunto duly authorized.
 
 
CHINA FUNDAMENTAL ACQUISITION CORPORATION 
   
 
By:
/s/        Chun Yi Hao
 
  
Name: Chun Yi Hao  
  Date: February 23, 2010
  
Title:   Chief Executive Officer  

 
 

 
EX-99.1 2 v175236_ex99-1.htm Unassociated Document
China Fundamental Acquisition Corporation Closes Its Business Combination With Wowjoint

HONG KONG, Feb. 23 /PRNewswire-Asia/ — China Fundamental Acquisition Corporation (OTC Bulletin Board: CFQCF, CFQWF, CFQUF) ("China Fundamental" or the "Company") announces that the acquisition of Beijing Wowjoint Machinery Co., Ltd. and its associated companies (collectively, "Wowjoint") has been completed. The transaction was approved by the shareholders of China Fundamental at its extraordinary general meeting on February 12, 2010, which also approved a change of China Fundamental's name to Wowjoint Holdings Limited.
 
"We are pleased to have consummated the business combination with Wowjoint," stated Ms. Hope Ni, Chairman of China Fundamental, "and we look forward to working with Wowjoint's management as it seeks to take advantage of new opportunities in China's growing infrastructure sector."

About China Fundamental Acquisition Corporation
China Fundamental Acquisition Corporation is a special purpose acquisition company formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, reorganization or other similar business combination, or contractual arrangements, an operating business, or control of such operating business, that has its principal operations located in the People's Republic of China, including Hong Kong and Macau. China Fundamental completed its initial public offering on May 21, 2008.

About Wowjoint
Wowjoint is a leading provider of customized duty heavy lifting and carrying machinery used in such large scale infrastructure projects as railway, highway and bridge constructions. Wowjoint's main products lines include launching gantries, tyre trolleys, special carriers and marine hoists. The company's innovative design capabilities have resulted in patent grants and proprietary products. Wowjoint is well positioned to benefit directly from China's rapid infrastructure development by leveraging its extensive operational experience and long-term relationships with established blue chip customers.

Forward Looking Statements
This press release includes "forward-looking statements" within the meaning of the safe harbour provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: uncertainties as to the timing of the acquisition of Wowjoint; the satisfaction of closing conditions to the transaction; costs related to the acquisition; potential liability from the future litigation; and the diversion of the management time on the acquisition and integration related issues. Actual results may differ materially from those contained in the forward-looking statements in this communication and in documents submitted to the U.S. Securities and Exchange Commission (the "SEC"). China Fundamental undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this communication. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. All forward-looking statements are qualified in their entirety by this cautionary statement.
 

 
China Fundamental and Wowjoint caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in China Fundamental's most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning China Fundamental, Wowjoint, the business combination, the related transactions or other matters and attributable to China Fundamental or Wowjoint or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Wowjoint and China Fundamental do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this news release.

For more information, please contact:

    China Fundamental Acquisition Corporation
      Hope Ni, Chairman of the Board, or
      Chun Yi Hao, Chief Executive Officer
      Tel:   +852-2169-6390
      Email: chinafundamental@gmail.com

SOURCE  About China Fundamental Acquisition Corporation
 

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