-----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, EI1H5CYaMD2/cXvRn6zeIm8xPlojptClRQcuz98Ww4SzD5t7o8czEfMlHXnim+Jw XXBNC6TTK/N4i2wuHaVP1A== 0001144204-08-003751.txt : 20080124 0001144204-08-003751.hdr.sgml : 20080124 20080124141919 ACCESSION NUMBER: 0001144204-08-003751 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080124 DATE AS OF CHANGE: 20080124 GROUP MEMBERS: HO CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASIA SPECIAL SITUATION ACQUISITION CORP CENTRAL INDEX KEY: 0001407437 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: 005-83523 FILM NUMBER: 08547174 BUSINESS ADDRESS: STREET 1: PO BOX 309 GT STREET 2: UGLAND HOUSE SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 407 805 0879 MAIL ADDRESS: STREET 1: PO BOX 309 GT STREET 2: UGLAND HOUSE SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HO ANGELA CENTRAL INDEX KEY: 0001249628 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 386 COLUMBUS AVE CITY: NEW YORK STATE: NY ZIP: 10024 SC 13G 1 v100397_sc13g.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.                 )
 

ASIA SPECIAL SITUATION ACQUISITION CORP.
(Name of Issuer)
 
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 
G0538M 10 5
(CUSIP Number)
 
January 16, 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:

 
o
Rule 13d-1(b)

 
x
Rule 13d-1(c)

 
o
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. G0538M 10 5
 
13G
 
Page 2 of 6 Pages

1.
NAME OF REPORTING PERSONS
 
Angela Ho
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
3.
 
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
 
5. 
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,312,500*
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,312,500*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,312,500*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.5%
12.
TYPE OF REPORTING PERSON
 
IN
 
* Consists of 1,312,500 Ordinary Shares held by Ho Capital Management LLC. The Reporting Person owns 66.7% of the members interests in Ho Capital Management LLC. The remaining 33.3% of the members interests in Ho Capital Management LLC are owned by Noble Investment Fund Limited. The Reporting Person and Noble Investment Fund Limited jointly control and co-manage Ho Capital Management LLC and therefore share voting, investment and dispositive power over all assets of Ho Capital Management LLC. Thus, the Ordinary Shares listed under the Reporting Person’s name include all Ordinary Shares owned by Ho Capital Management LLC. The Reporting Person beneficially owns 50% of 5,725,000 Warrants issued to Ho Capital Management LLC on January 16, 2008 which are not included herein as such Warrants may be exercised only during the period commencing on the later of: (i) the consummation by the Issuer of a business combination, or (ii) January 16, 2009.



 
CUSIP No. G0538M 10 5
 
13G
 
Page 3 of 6 Pages

1.
NAME OF REPORTING PERSONS

Ho Capital Management LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
3.
 
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
 
5. 
SOLE VOTING POWER
 
1,312,500*
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
1,312,500*
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,312,500*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.5%
12.
TYPE OF REPORTING PERSON
 
PN

* Consists of 1,312,500 Ordinary Shares held by Ho Capital Management LLC. The Reporting Person beneficially owns 50% of 5,725,000 Warrants issued to Ho Capital Management LLC on January 16, 2008 which are not included herein as such Warrants may be exercised only during the period commencing on the later of: (i) the consummation by the Issuer of a business combination, or (ii) January 16, 2009.
 

 
 
CUSIP No. G0538M 10 5
 
13G
 
Page 4 of 6 Pages

Item 1.

(a) Name of Issuer

Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”).

(b) Address of Issuer's Principal Executive Offices

   
c/o M & C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. 
Item 2.

(a) Name of Person Filing

   
This Statement on Schedule 13G (the “Statement”) is filed by Angela Ho and Ho Capital Management LLC (collectively, the “Reporting Persons”).

(b) Address of Principal Business Office or, if none, Residence

   
The address of the Reporting Persons is 386 Columbus Avenue, #17A, New York, NY 10024.
 
(c) Citizenship

   
Citizenship is set forth in Row 4 of the Cover Pages for the Reporting Persons hereto and is incorporated herein by reference.

(d) Title of Class of Securities

   
Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”).

(e) CUSIP Number

G0538M 10 5

Item 3.

Not applicable.

Item 4.
 Ownership.

Provide the following information regarding the aggregate number and percentage of the class of the securities of the Issuer identified in Item 1.

 
The information required by Item 4(a) - (c) is set forth in Rows 5 through 11 on the Cover Pages for the Reporting Persons hereto and is incorporated herein by reference.
 


 
CUSIP No. G0538M 10 5
 
13G
 
Page 5 of 6 Pages
 
As of the date of this Statement, each Reporting Person may be deemed to be the beneficial owner of the number of Ordinary Shares of the Company issued to Ho Capital Management LLC prior to the consummation of the Offering (as defined below) set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person. In addition, each Reporting Person is the beneficial owner of 50% of 5,725,000 warrants to purchase 5,725,000 Ordinary Shares issued to Ho Capital Management LLC prior to the consummation of the Offering (as defined below) which are not included on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person as such Warrants may be exercised only during the period commencing on the later of: (i) the consummation by the Company of a business combination, or (ii) January 16, 2009. As of the date of this filing, the Company has not announced the completion of a business combination.

Based upon information received from the Company, as of January 23, 2008, the Company had 12,500,000 Ordinary Shares issued and outstanding as of the consummation of the Issuer’s initial public offering (the “Offering”) of 10,000,000 Units at an offering price equal to $10.00 per Unit, with each Unit consisting of one Ordinary Share and one Warrant to purchase one Ordinary Share at an exercise price equal to $7.50.
 
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. 

 
Not Applicable.

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

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.
 


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 Date: January 24, 2008
     
   
 
 
 
 
 
 
By:  
/s/ Angela Ho
 
Angela Ho
   
     
 
Ho Capital Management LLC
 
 
 
 
 
 
By:  
/s/ Angela Ho
 
Angela Ho, Sole Manager
   


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