-----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, S+sda/t/g1CXIjRQIo/E0TmiWoPLg8uz4QuPozGYkRpZfvYZgPk6vIGIXU35sSYR IJRIsGZ5Vjgmb1vmjDygzA== 0001218650-08-000020.txt : 20080317 0001218650-08-000020.hdr.sgml : 20080317 20080314174237 ACCESSION NUMBER: 0001218650-08-000020 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080314 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: 08690608 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: DKR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001218650 IRS NUMBER: 340907152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1281 EAST MAIN STREET, 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-324-8400 SC 13G 1 hmauf03072008.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G (Rule 13d-102) ________________ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Hambrecht Asia Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 406548206 (CUSIP Number) March 7, 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 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 No. 406548206 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Capital Partners, LP _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 399,600 shares OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 399,600 shares _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,600 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.99% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. 406548206 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Oasis Management Company, LP _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 399,600 shares OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 399,600 shares _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED 399,600 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.99% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. 406548206 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Soundshore Oasis Holding Fund, Ltd. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 399,600 shares OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _____________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 399,600 shares _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,600 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.99% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ CUSIP No. 406548206 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seth Fischer _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 399,600 shares OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _____________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 399,600 shares _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,600 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.99% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ CUSIP No. 406548206 ITEM 1(a). NAME OF ISSUER: Hambrecht Asia Acquisition Corp. ITEM 1(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 PERSONS FILING: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) DKR Capital Partners, L.P., a Delaware limited partnership ("DKR"), is a registered investment adviser and the managing general partner of DKR Oasis Management Company, LP, a Delaware limited partnership (the "Investment Manager"), which is the investment manager of DKR Soundshore Oasis Holding Fund, Ltd. ("Soundshore Oasis") with respect to the Ordinary Shares reported in this Schedule 13G. (ii) DKR Oasis Management Company, LP, a Delaware limited partnership (the "Investment Manager"), is the investment manager of Soundshore Oasis with respect to the Ordinary Shares reported in this Schedule 13G. (iii) DKR Soundshore Oasis Holding Fund, Ltd., a Cayman Islands exempted company ("Soundshore Oasis"), with respect to Ordinary Shares owned by it. (iv) Seth Fischer ("Mr. Fischer") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis, including the Ordinary Shares reported in this Schedule 13G owned by such investment funds. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF PERSONS FILING: The address of the principal business office of each of DKR and the Investment Manager is 1281 East Main Street, Stamford, CT 06902. The address of the principal business office of Soundshore Oasis is c/o Codan Trust Company (Cayman) Ltd., Cricket Square, Hutchins Drive, George Town, Grand Cayman, KY1-1111. The address of the principal business office of Mr. Fischer is Suite 2608, 26th Floor, Two Exchange Square, Central, Hong Kong. ITEM 2(c). CITIZENSHIP: DKR and the Investment Manager are Delaware limited partnerships. Soundshore Oasis is a Cayman Islands exempted company. Mr. Fischer is a United States citizen. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e). CUSIP NUMBER: 406548206 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940; (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E); (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 Rule 13d- 1(b)(1)(ii)(F); (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [x] CUSIP No. 406548206 ITEM 4. OWNERSHIP. DKR is a registered investment adviser and the managing general partner of the Investment Manager, which is the investment manager of Soundshore Oasis with respect to which it has voting and dispositive authority over the Ordinary Shares reported in this Schedule 13G. Mr. Fischer is responsible for the supervision of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis, and therefore may be deemed to be the beneficial owner of the Ordinary Shares owned by such investment fund reported in this Schedule 13G. Each of DKR, the Investment Manager and Mr. Fischer hereby disclaims beneficial ownership of any such Ordinary Shares. A. DKR (a) Amount beneficially owned: 399,600 shares (b) Percent of class: 7.99% (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 399,600 shares (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to vote or to direct the vote 399,600 shares B. Investment Manager (a) Amount beneficially owned: 399,600 shares (b) Percent of class: 7.99% (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 399,600 shares (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to vote or to direct the vote 399,600 shares C. Soundshore Oasis (a) Amount beneficially owned: 399,600 shares (b) Percent of class: 7.99% (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 399,600 shares (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition 399,600 shares D. Mr. Fischer (a) Amount beneficially owned: 399,600 share (b) Percent of class: 7.99% (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 399,600 shares (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition 399,600 shares ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. DKR is the managing general partner of the Investment Manager, which is the investment manager of Soundshore Oasis with respect to which it has voting and dispositive authority over the Ordinary Shares reported in this Schedule 13G. Mr. Fischer is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis, and therefore may be deemed to be the beneficial owner of the Ordinary Shares owned by such investment fund reported in this Schedule 13G. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Item 4. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) Each of the Reporting Persons hereby make the following certification: By signing below each Reporting Person certifies that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: March 14, 2008 /s/ Barbara Burger ___________________________________ DKR CAPITAL PARTNERS, LP By Barbara Burger President and General Counsel /s/ Barbara Burger ___________________________________ DKR OASIS MANAGEMENT COMPANY, LP By DKR CAPITAL PARTNERS, LP, its managing general partner; By Barbara Burger President and General Counsel /s/ Barbara Burger ___________________________________ DKR SOUNDSHORE OASIS HOLDING FUND, Ltd. By Barbara Burger Director /s/ Seth Fischer ___________________________________ Seth Fischer EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: March 14, 2008 /s/ Barbara Burger ___________________________________ DKR CAPITAL PARTNERS, LP By Barbara Burger President and General Counsel /s/ Barbara Burger ___________________________________ DKR OASIS MANAGEMENT COMPANY, LP By DKR CAPITAL PARTNERS, LP, its managing general partner By Barbara Burger President and General Counsel /s/ Barbara Burger ___________________________________ DKR SOUNDSHORE OASIS HOLDING FUND, Ltd. By Barbara Burger Director /s/ Seth Fischer ___________________________________ Seth Fischer -----END PRIVACY-ENHANCED MESSAGE-----