General Statement of Beneficial Ownership — Schedule 13D Filing Table of Contents
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Liquidation or Succession
SC 13D — General Statement of Beneficial Ownership
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ¨
* 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).
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
YA
Global Investments, L.P.
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3
SEC
USE ONLY
4
SOURCE
OF FUNDS*
WC
(See Item 3)
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7
SOLE
VOTING POWER
2,398,699
8
SHARED
VOTING POWER
0
9
SOLE
DISPOSITIVE POWER
2,398,699
10
SHARED
DISPOSITIVE POWER
0
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,398,699
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
34.27%**
14
TYPE
OF REPORTING PERSON*
PN
** This
calculation is based on 7,000,000 shares of common stock (“Common Shares”) of
Pantheon China Acquisition Corp. (the “Issuer”) outstanding as of November 7,2008 as reported in the Issuer’s quarterly report on Form 10-Q for the quarter
ended September 30, 2008.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yorkville
Advisors, LLC
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3
SEC
USE ONLY
4
SOURCE
OF FUNDS*
AF
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7
SOLE
VOTING POWER
0
8
SHARED
VOTING POWER
2,398,699
9
SOLE
DISPOSITIVE POWER
0
10
SHARED
DISPOSITIVE POWER
2,398,699
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,398,699
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
34.27%**
14
TYPE
OF REPORTING PERSON*
OO
** This
calculation is based on 7,000,000 shares of common stock (“Common Shares”) of
Pantheon China Acquisition Corp. (the “Issuer”) outstanding as of November 7,2008 as reported in the Issuer’s quarterly report on Form 10-Q for the quarter
ended September 30, 2008.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark
Angelo
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3
SEC
USE ONLY
4
SOURCE
OF FUNDS*
AF
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7
SOLE
VOTING POWER
0
8
SHARED
VOTING POWER
2,398,699
9
SOLE
DISPOSITIVE POWER
0
10
SHARED
DISPOSITIVE POWER
2,398,699
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,398,699
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
34.27%**
14
TYPE
OF REPORTING PERSON*
IN
** This
calculation is based on 7,000,000 shares of common stock (“Common Shares”) of
Pantheon China Acquisition Corp. (the “Issuer”) outstanding as of November 7,2008 as reported in the Issuer’s quarterly report on Form 10-Q for the quarter
ended September 30, 2008.
This Schedule 13D (this “Schedule 13D”)
relates to the common stock, par value $.0001 per share (the “Common Shares”),
of Pantheon China Acquisition Corp., a Delaware corporation (the “Issuer”). The
address of the principal executive office of the Issuer is Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang
District, Beijing, China. 100600.
ITEM
2. IDENTITY AND
BACKGROUND
(a) – (c)
This statement is being filed by YA Global Investments, L.P. (“YA Global”),
Yorkville Advisors, LLC (“Yorkville”) and Mark Angelo (“Angelo”) (YA Global,
Yorkville and Angelo collectively, the “Reporting Persons”). The
filing of this Schedule 13D and any future amendments hereto, and the inclusion
of information herein and therein, shall not be construed as an admission that
any of the Reporting Persons, for the purpose of Section 13(d) of the Act or
otherwise, is the beneficial owner of any shares of Common Stock.
YA Global, a Cayman Islands exempt
limited partnership, whose business address is 101 Hudson Street, Suite 3700,
Jersey City, New Jersey07302, is a private equity fund that is primarily
engaged in the business in investing in securities and other investment
opportunities. Yorkville, a Delaware LLC, whose business address is
101 Hudson Street, Suite 3700, Jersey City, New Jersey07302, is the Investment
Manager of YA Global, which is the record holder of the Common Shares reported
on the cover pages hereof (the “Subject Shares”). Angelo, whose
business address is 101 Hudson Street, Suite 3700, Jersey City, New Jersey07302, is the Portfolio Manager of YA Global and President and Managing Member
of Yorkville. Angelo is a citizen of the United States.
(d) None of the Reporting Persons has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) YA Global is a Cayman Islands
exempt limited partnership. Yorkville is a Delaware limited liability
company. Angelo is a citizen of the United States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION
YA Global purchased the Subject Shares
(other than 125,000 shares transferred to YA Global as part of the call option
fee as described in Item. 6 below) for a total consideration of approximately
$13,577,719. The source of funds for such transaction was derived from general
working capital of YA Global made in the ordinary course of
business.
The Issuer has stated in filings with
the Securities and Exchange Commission that it was formed to serve as a vehicle
to acquire, through a stock exchange, asset acquisition or other similar
business combination, or control, through contractual arrangements, an operating
business that has its principal operations located in the People’s Republic of
China. As described in the Issuer’s definitive proxy statement filed
on December 4, 2008 with the Securities and Exchange Commission, the Issuer is
currently seeking approval from holders of its Common Shares of proposed
amendments to its certificate of incorporation (the “Extension Amendment”) to
extend the time in which it must complete a business combination before it is
required to be liquidated and grant conversion rights to holders of its public
Common Shares in connection with such vote to approve the Extension
Amendment. The purpose of the Extension Amendment is to allow the
Issuer more time to complete its proposed business combination (the “Business
Combination”) with China Cord Blood Services Corporation pursuant to the
Agreement and Plan of Merger, Conversion and Share Exchange, dated as of
November 3, 2008 (the “Merger Agreement”).
As part of these arrangements, Modern
Develop Limited (“Modern”) negotiated with the Reporting Persons and another
institutional investor to explore the means by which a sufficient number of the
Issuer’s public Common Shares could be purchased through negotiated private
transactions with the voting of such shares by such institutional investors to
be in favor of the Extension Amendment. Accordingly, simultaneously
with the entering into stock purchase agreements with stockholders of the Issuer
for the purchase of an aggregate of 2,273,699 Common Shares at a purchase price
of approximately $5.97 per share, YA Global entered into a Put and Call Option
Agreement pursuant to which Modern agreed to be obligated to purchase, and YA
Global agreed to be obligated to sell, the Common Shares purchased at an
exercise price of $5.97 per share in exchange for an option fee.
The call option was written by YA
Global with respect to an equal number of Issuer public Common Shares that have
been purchased through the privately negotiated transaction at a price of
approximately $5.97 per share, which price approximates the estimated
liquidation distribution per share as Issuer’s common stockholders might receive
in the event stockholders did not approve the Extension Amendment and the Issuer
were forced to liquidate less a time-value-of-money discount. In connection with
the transaction effecting such purchases, the Issuer advised the Reporting
Persons that, together with another institutional investor, they now control
sufficient voting power of outstanding Common Shares to approve the Extension
Amendment being voted on at the special meeting scheduled for December 14, 2008
for such purpose. In connection with such purchases, YA Global
appointed Albert Chen and Mark Chen, directors and executive officers of the
Issuer, as their proxies for the purpose of voting at the meeting to approve the
Extension Amendment.
ITEM
5.
INTEREST IN SECURITIES
OF THE ISSUER
(a) Based
upon the September 30, 2008 Form 10-Q of the Issuer, 7,000,000 Common Shares
were outstanding as of November 7, 2008. Based on the foregoing, the Subject
Shares represented approximately 34.27% of the Common Shares outstanding as of
such date.
(b) YA
Global has the sole power to vote and to dispose of all of the Subject Shares it
owns. Yorkville, as the Investment Manager, has the shared power to
direct the vote and/or to direct the disposition of the Subject Shares directly
owned by YA Global. Angelo, as the Portfolio Manager of YA Global and
President and Managing Member of Yorkville, has the shared power to direct the
vote and/or to direct the disposition of the Subject Shares directly owned by YA
Global.
Yorkville,
as the Investment Manager of YA Global, and Angelo as the Portfolio Manager of
YA Global and Managing Member of Yorkville, may be deemed to have a beneficial
ownership in the aforementioned Subject Shares. The filing of this
Schedule 13D and any future amendments hereto, and the inclusion of information
herein and therein, shall not be construed as an admission that any of the
Reporting Persons, for the purpose of Section 13(d) of the Act or otherwise, is
the beneficial owner of any Common Shares.
The Reporting Persons acquired the
Subject Shares simultaneously with the acquisition of 2,273,700 Common Shares by
another institutional investor. The Reporting Persons have no prior
relationship with such institutional investor. The Reporting Persons
disclaim beneficial ownership of the Common Shares purchased by such
institutional investor and such institutional investor disclaims beneficial
ownership of the Common Shares purchased by the Reporting Persons.
(c) On December 10, 2008, YA Global
simultaneously purchased 2,273,700 Common Shares for a purchase price of
approximately $5.97 per share from stockholders of the Issuer in privately
negotiated transactions. In addition, simultaneously therewith, YA
Global received all right, title and interest in an aggregate of 125,000 Common
Shares from a stockholder of the Issuer.
(d) No person other than the Reporting
Persons are known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the Common Shares
issuable to YA Global.
(e) Not applicable.
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
On December 10, 2008, YA Global entered
into a Put and Call Option Agreement (the “Agreement”) with the Issuer and
Modern simultaneously with the entering into purchase agreements with
stockholders of the Issuer for the privately negotiated purchase of 2,273,699
Common Shares. Pursuant to the Agreement, Modern agreed to be
obligated to purchase, and YA Global agreed to be obligated to sell, an
aggregate of 2,273,699 Common Shares at an exercise price of $5.97 per
share. Modern’s call option has an initial term commencing on the
date of the Agreement and ending on June 30, 2009, and may be extended to
September 30, 2009 but in either case not later than the record date for the
meeting to approve the Business Combination if not exercised
sooner. Modern is paying YA Global an aggregate option fee of
$1,091,376 for the initial term of the call option and in the event Modern
elects to extend the call option, it will pay an extension aggregate option fee
of $965,640 to YA Global. In addition, pursuant to the Agreement,
Mark D. Chen transferred and assigned all right, title and interest in 125,000
Common Shares to YA Global, subject to delayed delivery of the physical stock
certificates upon termination of the escrow period as defined in the Escrow
Agreement dated December 14, 2006 to which Mr. Chen was a
party. Payment of the full option fee is contingent on the Issuer
receiving approval from holders of its Common Shares of the Extension Amendment
to extend the time in which it must complete the Business Combination before it
is required to be liquidated. Except as contemplated by the
Agreement, YA Global has agreed that it will not sell or otherwise dispose of
the Common Shares until the earlier of nine months from the closing of the
purchase of the Common Shares or the closing of the Business
Combination.
Pursuant
to the Agreement, Modern granted YA Global a put option to require Modern to buy
from YA Global any or all of the Common Shares owned by YA Global at an option
price of $5.97 per share on the fifth business day preceding the special meeting
of the Issuer’s stockholders in connection with the approval of the Business
Combination. YA Global may vote against the Business Combination
proposal presented at such special meeting if the call option has not been
exercised and the option price to be received by YA Global has not been fully
paid prior to such meeting.
Pursuant to the Agreement, the Issuer
has agreed to effect a liquidation in accordance with Delaware law in the event
that the Extension is not approved, the proposed Business Combination is
abandoned prior to exercise of either the put or call option or Modern elects
not to extend the period of the call option.
In
connection with the purchases of Issuer common stock made pursuant to stock
purchase agreements with the Issuer’s stockholders, YA Global appointed Albert
Chen and Mark Chen, directors and executive officers of the Issuer, as their
proxies for the purpose of voting at the meeting to approve the Extension
Amendment.
To the knowledge of the Reporting
Persons, except as described herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to securities of the Issuer, including, but not limited
to transfer or voting of any such securities, finder’s fees, joint ventures,
loans or option agreement, puts or call, guarantees of profits, division of
profits or losses or the giving or withholding of proxies.
ITEM
7. MATERIAL TO BE FILED AS
EXHIBITS
The following documents are filed as
appendices and exhibits:
Form of Stock Purchase Agreement relating to
purchase of Common Stock from stockholders of
Pantheon.
3.
Joint
Filing Agreement, dated as of December 16, 2008, among the Reporting
Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934,
as amended.
After
reasonable inquiry and to the best of each of the undersigned's knowledge and
belief, each certifies that the information set forth in this statement is true,
complete and correct.
This will
confirm the agreement by and among the undersigned that any schedule 13G or 13D
filed with the Securities and Exchange Commission after the date hereof with
respect to the beneficial ownership by the undersigned of the Common Stock, par
value $0.0001 per share, of Pantheon China Acquisition Corp., a Delaware
corporation (the "Company"), will be filed, and all amendments thereto will be
filed, on behalf of each of the persons and entities named below, in accordance
with Rule 13g-1 under the Securities Exchange Act of 1934, as
amended.
The
undersigned, hereby severally and individually constitute and appoint Steven
Goldstein, Chief Compliance Officer of YA Global Investments, L.P., and each of
them, as true and lawful attorneys-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign any schedule 13G or 13D
with respect to the Company and all amendments thereto with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact, or either of them, may lawfully
do or cause to be done by virtue hereof.
This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
