UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

HAMBRECHT ASIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	N/A
(State of incorporation or organization)	(I.R.S. Employer Identification no.)

13/F Tower 2 New World Tower 18 Queens Road Central Hong Kong	N/A
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. þ

Securities Act registration statement file number to which this form relates: 333-146147

Securities to be registered pursuant to Section 12(g) of the Act:

Units

(Title of Class)

Ordinary Shares, $0.001 par value

(Title of Class)

Ordinary Share Purchase Warrants

(Title of Class)

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Item 1. Description of Registrant's Securities to be Registered.

A description of the units, ordinary shares and ordinary share purchase warrants to be registered hereunder is contained in the section entitled “Description of Securities” in the Prospectus included in Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-146147) filed with the Securities and Exchange Commission on February 27, 2008, including any amendment filed for the purpose of updating such description (the “Registration Statement”). This information is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2. Exhibits.

Exhibit No.	Description
3.1*	Memorandum of Association
3.2*	Articles of Association
3.3*	Form of Amended and Restated Articles of Association
3.4*	Form of Amended and Restated Memorandum of Association
4.1*	Specimen Unit Certificate
4.2*	Specimen Ordinary Share Certificate
4.3*	Specimen Warrant Certificate
4.5*	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.9*	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

* Incorporated by reference to the exhibit of the same number filed with the Registration Statement.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	HEMBRECHT ASIA ACQUISITION CORP.
Date: March 5, 2008	By:	/s/ Stephen N. Cannon
		Name: Stephen N. Cannon
		Title: Vice President of Acquisitions

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