Unassociated Document

10-K/A 1 v148067_10ka.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2008

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______________to ______________

Commission File Number 000-51200

Pantheon China Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)		20-4665079 (I.R.S. Employer I.D. Number)

Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (Address of principal executive offices)		Not applicable (Zip code)

86-10-85322720

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $.0001 par value per share

Common Stock Purchase Warrants

Units consisting of one share of Common Stock, par value $.0001 per share,

and two Common Stock Purchase Warrants

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No ¨

As of June 30, 2008, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, was approximately $33,120,000.

As of March 30, 2009, there were 6,070,387 shares of Common Stock, $.0001 par value per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of Pantheon China Acquisition Corporation. (“Pantheon”) filed on March 31, 2009 (the “Original Filing”), is being filed for the purpose of correcting a typographical error in Part I, Item 1, Business with respect to the fee paid by Modern Develop Limited in connection with certain Put and Call Option Agreements as described therein.

Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in any Item of the Original Filing or reflect any events that have occurred after the Original Filing was filed. The filing of this Amendment shall not be deemed an admission that the Form 10-K, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively, as exhibits to the Original Filing, have been amended and refiled as of the date of this Amendment No. 1 and are included as Exhibits 31.1, 31.2 and 32 hereto.

PART I

ITEM 1. BUSINESS

Pantheon China Acquisition Corp. is a blank check company formed on April 10, 2006 for the purpose of acquiring, 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. Our efforts in identifying a prospective target business are not limited to a particular industry.

On December 20, 2006, we consummated our initial public offering (“IPO”) of 5,750,000 units, including 750,000 subject to an over-allotment option, with each unit consisting of one share of our common stock and two warrants, each to purchase one share of our common stock at an exercise price of $5.00 per share. The units were sold at an offering price of $6.00 per unit, generating total gross proceeds of $34,500,000. Simultaneously with the consummation of the IPO, we consummated the private sale of 2,083,334 warrants at a price of $0.60 per warrant, generating total proceeds of $1,250,000. We refer to these warrants as the insider warrants. The insider warrants were purchased by Christina Jun Mu and Kevin Kezhong Wu, each an officer and director of our company, Francisco A. Garcia and Hunter S. Reisner, each a special advisor of our company, Easton Capital Corp. Defined Benefit Plan, an entity of which John H. Friedman, one of our special advisors, is trustee, and Pantheon China Acquisition Limited, an entity owned by Mark D. Chen, our chief executive officer and president. The insider warrants are identical to the warrants included in the units sold in the IPO except that if we call the warrants for redemption, the insider warrants may be exercisable on a cashless basis so long as such warrants are held by the purchasers or their affiliates. The purchasers of the insider warrants have agreed that the insider warrants will not be sold or transferred by them until after we have completed a business combination.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the public offering and the private sale were approximately $33,153,914, of which $32,747,500 was deposited into a trust fund and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. In addition Pantheon was allowed to withdraw and did withdraw $300,000 of interest earned on the trust account on December 31, 2007, to fund working capital. Through December 31, 2008, we have used approximately $1,050,000 of the net proceeds that were not deposited into the trust fund to pay general and administrative expenses. The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest. As of December 31, 2008, there was $28,839,727 held in the trust fund, which amount reflects the conversion of 929,613 shares at $5.98 per share in connection with the extension amendment..

On November 3, 2008, we entered into an Agreement and Plan of Merger, Conversion and Share Exchange (the “merger agreement”) with Pantheon Arizona Corp., a corporation incorporated in the State of Arizona, USA and a wholly-owned subsidiary of Pantheon (“Pantheon Arizona”), China Cord Blood Services Corporation, an exempted company incorporated in the Cayman Islands (“Target”), Golden Meditech Company Limited, an exempted company incorporated in the Cayman Islands (“GM”), and each shareholder of Target named in Schedule I thereto and indicated as a “selling shareholder” for the purposes of such merger agreement (each a “Selling Shareholder” and collectively the “Selling Shareholders”), which as of the date of the merger agreement held approximately 88% of the outstanding shares of Target. We refer to the transactions contemplated by the merger agreement as the proposed acquisition.

Pantheon, Target and GM intend to continue to seek additional shareholders of Target to execute and deliver counterpart signature pages of the merger agreement. Such additional shareholders will be considered as Selling Shareholders for purposes of the merger agreement. As of the date of this Annual Report, shareholders of CCBS holding approximately 93.94% of the outstanding shares of CCBS had become Selling Shareholders.

On December 10, 2008, the Pantheon entered into two Put and Call Option Agreements with Modern Develop Limited, an independent third party, and certain institutional investors relating to shares of its common stock that have been purchased through negotiated private transactions at approximately $5.97 per share. Pursuant to the Put and Call Option Agreements, Modern has agreed to be obligated to purchase, and such institutional investors have agreed to be obligated to sell, an aggregate of 4,547,399 shares at an exercise price of $5.97 per share. Modern's call options have an initial term commencing on the date of the Agreements and ending on June 30, 2009, which may be extended to September 30, 2009, or on the record date of a business combination if not exercised sooner. Modern has paid an aggregate option fee of $2,501,070 for the initial term of the call options and in the event Modern elects to extend the call options it will pay an aggregate extension option fee of $1,931,280 to the institutional investors, in each case pro rata to the number of shares held by such investors. Pursuant to the Put and Call Option Agreements, Pantheon has agreed to effect a liquidation in accordance with Delaware law in the event the proposed CCBS business combination is abandoned prior to exercise of either the Put or Call Pption or Modern elects not to extend the period of the call options.

On December 14, 2008 Pantheon held a special meeting of its stockholders to approve amending its Certificate of Incorporation to extend the deadline by which a business combination must be approved or Pantheon would be obligated to liquidate from December 14, 2008 to September 30, 2009 and provide conversion rights to the holders of up to 20% of its public shares in connection with such vote to approve the amendment of its certificate of incorporation. At the special meeting, the holders of a total of 4,857,699 shares voted in favor of the amendment to its charter and the granting of such conversion rights and the holders of less than 20% of Pantheon’s public shares perfected their conversion rights in connection therewith. Accordingly, on December 14, 2008, Pantheon filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware effecting the amendment approved by its stockholders and entered into an amendment to its trust agreement providing for the continued maintenance of the trust account during tis extended term.

BUSINESS

Opportunities in China

Opportunities for market expansion have emerged for businesses with operations in China due to certain changes in the People’s Republic of China’s (“PRC”) political, economic and social policies as well as certain fundamental changes affecting the PRC and its neighboring countries. We believe that China represents both a favorable environment for making business combinations and an attractive operating environment for a target business for several reasons, including:

·	prolonged economic expansion within China, including gross domestic product growth of approximately 9% on average over the last 25 years, including 9.5% in 2004, 9.9% in 2005, 10.7% in 2006, 13.0% in 2007, and 9.0% in 2008 (National Bureau of Statistics of China);

·	attractive valuations for target businesses within China;

·	increased government focus within China on privatizing assets, improving foreign trade and encouraging business and economic activity;

·	favorable labor rates and efficient, low-cost manufacturing capabilities;

·	the recent entry of China into the World Trade Organization, the sole global international organization dealing with the rules of trade between nations, which may lead to a reduction on tariffs for industrial products, a reduction in trade restrictions and an increase in trading with the United States; and

the fact that China’s public equity markets are not as well developed and active as the equity markets within the United States and are characterized by companies with relatively small market capitalizations and low trading volumes, thereby causing Chinese companies to attempt to be listed on the United States equity markets.

We believe that these factors and others should enable us to complete a business combination with a target business with growth potential on favorable terms.

Government Regulations

Government regulations relating to foreign exchange controls

The principal regulation governing foreign exchange in China is the Foreign Currency Administration Rules (IPPS), as amended. Under these rules, the Renminbi, China’s currency, is freely convertible for trade and service related foreign exchange transactions, but not for direct investment, loan or investment in securities outside of China unless the prior approval of the State Administration for Foreign Exchange (SAFE) of China is obtained. Foreign investment enterprises (FIEs) are required to apply to the SAFE for “Foreign Exchange Registration Certificates” for FIEs. Following a business combination, we will likely be an FIE as a result of our ownership structure. With such registration certificates, which need to be renewed annually, FIEs are allowed to open foreign currency accounts including a “basic account” and “capital account.” Currency translation within the scope of the “basic account,” such as remittance of foreign currencies for payment of dividends, can be effected without requiring the approval of the SAFE. However, conversion of currency in the “capital account,” including capital items such as direct investment, loans and securities, still require approval of the SAFE. This prior approval may delay or impair our ability to operate following a business combination. On October 21, 2005, the SAFE issued Circular No. 75 on “Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles.” Circular No. 75 confirms that the use of offshore special purpose vehicles as holding companies for PRC investments are permitted as long as proper foreign exchange rules are complied with.

Government regulations relating to taxation

According to the PRC Income Tax Law of Foreign Investment Enterprises and Foreign Enterprises and the Implementation Rules for the Income Tax Law, the standard Enterprise Income Tax (EIT) rate of FIEs is 33%, reduced or exempted in some cases under any applicable laws or regulations. Income such as dividends and profits derived from the PRC by a foreign enterprise which has no establishment in the PRC is subject to a 20% withholding tax, unless reduced or exempted by any applicable laws or regulations. The profit derived by a foreign investor from an FIE is currently exempted from the 20% withholding tax. However, if this exemption were to be removed in the future, we might be required to deduct certain amounts from dividends we may pay to our stockholders following a business combination to pay corporate withholding taxes.

Effecting a Business Combination

General

We intend to utilize cash derived from the proceeds of our initial public offering, our capital stock, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of our initial public offering are intended to be applied generally toward effecting a business combination as described in our prospectus dated December 14, 2006, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, investors in our securities are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

Sources of target businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read the prospectus prepared in connection with our initial public offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business combinations on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing officers, directors, special advisors or stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is). If we determine to enter into a business combination with a target business that is affiliated with our officers, directors, special advisors or stockholders, we would do so only if we obtained an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. However, as of the date of this Annual Report, there are no affiliated entities that we would consider as a business combination target.

The discussion with our Target for the proposed acquisition was initiated by Mark Chen. The Target is not affiliated with any of our officers and directors and no broker or finder fees are being paid in connection with the proposed acquisition.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with its principal operations located in the People’s Republic of China, our management has virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management considers, among other factors, the following:

·	financial condition and results of operation;

·	growth potential;

·	experience and skill of management and availability of additional personnel;

·	capital requirements;

·	competitive position;

·	barriers to entry;

·	stage of development of the products, processes or services;

·	degree of current or potential market acceptance of the products, processes or services;

·	proprietary features and degree of intellectual property or other protection of the products, processes or services;

·	regulatory environment of the industry; and

·	costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. We seek to have all prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. If any prospective target business refused to execute such agreement, we would cease negotiations with such target business.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

We have engaged EarlyBirdCapital, the representative of the underwriters, on a non-exclusive basis, to act as our investment banker to assist us in structuring a business combination and negotiating its terms (but not for purposes of locating potential target candidates for our business combination). We anticipate that these services will include assisting us with valuing and structuring any proposed offer to be made to a target business and negotiating a letter of intent and/or definitive agreement with any potential target business. We will pay the representative a cash fee at the closing of our business combination of 1.0% of the total consideration paid in connection with the business combination, with a maximum fee to be paid of $300,000.

Fair market value of target business

The target business that we complete a business combination with must have a fair market value equal to at least 80% of our net assets at the time of such business combination, although we may complete a business combination with a target business whose fair market value significantly exceeds 80% of our net assets. In order to consummate such business combination, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no current intention of doing so. The fair market value of the target will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria. Since any opinion, if obtained, would merely state that fair market value meets the 80% of net assets threshold, it is not anticipated that copies of such opinion would be distributed to our stockholders, although copies will be provided to stockholders who request it. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

Our board of directors has determined that the proposed acquisition has a fair market value in excess of 80% of our net assets at the time or the execution of the merger agreement, and will have a fair market value in excess of 80% of our net asset value at the time of the closing of the proposed acquisition.

Lack of business diversification

Our business combination must be with a target business or businesses which satisfies the minimum valuation standard at the time of such business combination, as discussed above, although this process may entail the simultaneous business combinations of several operating businesses at the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

·	subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

·	result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously complete a business combination with several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Limited ability to evaluate the target business’ management

It is likely that we will structure a business combination as a reverse triangular merger, issuing a majority of our shares to the holders of the target’s equity. In this context, while we will be the party seeking out a company to acquire, we will most likely lose control of the company following a business combination. As a result, current management may not remain with the company following a business combination and the target business’ management may control management of the company. Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that Mark D. Chen, Jennifer J. Weng, Christina Jun Mu and Kevin Kezhong Wu will remain in a senior management or advisory position with us following a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements with management of the target business in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. While the personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Pursuant to the merger agreement, upon the closing date the board of directors of Pantheon will consist of five members. The members will include Albert Chen and Ting Zheng of CCBS, Mark Chen of Pantheon, and additional directors to be selected and nominated by the Target such that a majority of the board will consist of independent non-executive directors, of which one will have U.S. GAAP experience. Simultaneously therewith, all other current directors of Pantheon will resign as directors of Pantheon Cayman.

Opportunity for stockholder approval of business combination

Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the nature of the business combination is such as would not ordinarily require stockholder approval under applicable state law. In connection with any such transaction, we will also submit to our stockholders for approval a proposal to amend our amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination. Any vote to extend our corporate life to continue perpetually will be taken only if the business combination is approved. We will only consummate a business combination if stockholders vote both in favor of such business combination and our amendment to extend our corporate life.

In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as amended, which, among other matters, will include a description of the operations of the target business and audited historical financial statements of the business. We will publicly announce the record date for determining the shareholders entitled to vote at the meeting to approve our business combination at least two business days prior to such record date.

In connection with the vote required for any business combination, all of our stockholders prior to our initial public offering, including all of our officers and directors, have agreed to vote their respective initial shares in accordance with the majority of the shares of common stock voted by the public stockholders. We refer to these stockholders as the initial stockholders. This voting arrangement shall not apply to shares included in units purchased in our initial public offering or purchased following our initial public offering in the open market by any of our initial stockholders, officers and directors. Accordingly, they may vote these shares on a proposed business combination any way they choose. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in our initial public offering both exercise their conversion rights and vote against the business combination.

On February 17, 2009, Pantheon Cayman filed a joint prospectus/proxy statement on Form S-4 with the Securities and Exchange Commission. The prospectus/proxy statement includes a proposal to amend Pantheon’s certificate of incorporation to provide for perpetual life, a description of the Target’s business and audited historical financial statement of the Target.

Conversion rights

At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholder’s shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Our initial stockholders do not have such conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether included in their initial shares or purchased by them in our initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them). The actual per-share conversion price will be equal to the amount in the trust account, inclusive of any interest except for up to $300,000 that may be released to us to fund our working capital requirements, (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares sold in our initial public offering. Without taking into any account interest earned on the trust account, the initial per-share conversion price would be $5.69 or $0.31 less than the per-unit offering price of $6.00. As of December 31, 2008 there was approximately $28,839,727 in the trust account and the per-share conversion price was $5.98. An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise any warrants they still hold.

We will not complete any business combination if public stockholders, owning 20% or more of the shares sold in our initial public offering, both exercise their conversion rights and vote against the business combination. Accordingly, it is our understanding and intention in every case to structure and consummate a business combination in which approximately 19.99% of the public stockholders may exercise their conversion rights and the business combination will still go forward.

Investors in our initial public offering who do not sell, or who receive less than an aggregate of $0.31 of net sales proceeds for, the warrants included in the units, or persons who purchase common stock in the aftermarket at a price in excess of $5.69 per share, may have a disincentive to exercise their conversion rights because the amount they would receive upon conversion could be less than their original or adjusted purchase price.

On December 14, 2008, Pantheon, following approval by its stockholders, amended its certificate of incorporation, 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 stock in connection with such vote to approve the Extension Amendment. Pantheon also amended the threshold contained in its certificate of incorporation regarding the limit on the amount of Pantheon’s shares that may have sought conversion prior to consummating a business combination to less than 40% (consisting of less than 20% with respect to the Extension Amendment conversion rights and less than 20% with respect to the existing conversion rights in connection with a business combination). A total of 929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) were converted and retired in connection with the shareholder approval of the Extension Amendment (the “Conversion”). On December 30, 2008, a total cash of $5,561,686 was distributed from the Trust to these shareholders.

Liquidation if no business combination

Our amended and restated certificate of incorporation provides that we will continue in existence only until September 30, 2009. If we have not completed a business combination by such date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the Delaware General Corporation Law. Accordingly, limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation Law removes the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board of directors and stockholders to formally vote to approve our dissolution and liquidation and to have filed a certificate of dissolution with the Delaware Secretary of State).

If we are unable to complete a business combination by September 30, 2009, we will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest, plus any remaining net assets (subject to our obligations under Delaware law to provide for claims of creditors as described below). We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate such distribution. Our initial stockholders have waived their rights to participate in any liquidation distribution with respect to their initial shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless. We will pay the costs of liquidation from our remaining assets outside of the trust fund. If such funds are insufficient, our management has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

If we were to expend all of the net proceeds of our initial public offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share liquidation price would be $5.69, or $0.31 less than the per-unit offering price of $6.00. As of December 31, 2008 there was approximately $28,839,727 in the trust account and the per-share conversion price was approximately $5.98. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors (which could include vendors and service providers we have engaged to assist us in any way in connection with our search for a target business and that are owed money by us, as well as target businesses themselves) which could have higher priority than the claims of our public stockholders. Mark D. Chen has personally agreed, pursuant to an agreement with us and the underwriter that, if we liquidate prior to the consummation of a business combination, he will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of our initial public offering not held in the trust account. We cannot assure you, however, that he would be able to satisfy those obligations and, accordingly, that the actual per-share liquidation price will not be less than $5.69, plus interest, due to claims of creditors. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least $5.69 per share.

Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our corporate existence and our liquidation or if they seek to convert their respective shares into cash upon the approval of the Extension Amendment which the stockholder voted against and which is completed by us or upon a business combination which the stockholder voted against and which is completed by us.

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, as stated above, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after September 30, 2009 and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to our distributing the funds in the trust account to our public stockholders. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors and service providers (such as accountants, lawyers, investment bankers, etc.) and potential target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, we believe the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders in our dissolution could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders in our dissolution. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after September 30, 2009, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are approximately 40 blank check companies that have completed initial public offerings in the United States with more than $9.8 billion in trust that are seeking to carry out a business plan similar to our business plan. Furthermore, there are a number of additional offerings for blank check companies that are still in the registration process but have not completed initial public offerings and there are likely to be more blank check companies filing registration statements for initial public offerings after the completion of our initial public offering and prior to our completion of a business combination. Additionally, we may be subject to competition from entities other than blank check companies having a business objective similar to ours, including venture capital firms, leverage buyout firms and operating businesses looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources are relatively limited when contrasted with those of many of these competitors. While we believe that with the net proceeds of our initial public offering there may be numerous potential target businesses with which we can complete a business combination, our ability to compete in completing a business combination with certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the business combination of a target business. Further, the following may not be viewed favorably by certain target businesses:

·	our obligation to seek stockholder approval of a business combination may delay the completion of a transaction;

·	our obligation to convert into cash shares of common stock held by our public stockholders to such holders that both vote against the business combination and exercise their conversion rights may reduce the resources available to us for a business combination; and

·	our outstanding warrants and options, and the potential future dilution they represent.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in completing a business combination with a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

ITEM 15. EXHIBITS

(a)

(1)

Financial Statements

Balance Sheets

Statement of Operations

Statement of Shareholders’ Equity

Statement of Cash Flows

(2)	Schedules: None.

(b)

Exhibits

The following Exhibits are filed as part of this report

Exhibit No.		Description
3.1		Certificate of Incorporation. (1)
3.2		By-laws. (1)
3.3		Amendment to Certificate of Incorporation. (4)
4.1		Specimen Unit Certificate. (1)
4.2		Specimen Common Stock Certificate. (1)
4.3		Specimen Warrant Certificate. (1)
4.4		Form of Unit Purchase Option to be granted to Representative. (2)
4.5		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (1)
10.1		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Mark D. Chen. (1)
10.2		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Jennifer J. Weng. (1)
10.3		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Christina Jun Mu. (1)
10.4		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Kevin Kezhong Wu. (1)
10.5		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Qiang Sean Wang. (1)
10.6		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Hunter S. Reisner. (1)
10.7		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and John H. Friedman. (1)
10.8		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Francisco A. Garcia. (1)
10.9		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Super Castle Investments Limited. (1)
10.10		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (1)
10.11		Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders. (1)
10.12		Form of Letter Agreement between Beijing Kiview Real Estate Agency Co., Ltd. and Registrant regarding administrative support. (2)
10.13		Form of Promissory Note issued to each of Mark D. Chen, Christina Jun Mu and Kevin Kezhong Wu. (1)
10.14		Form of Registration Rights Agreement among the Registrant and the Initial Stockholders. (3)
10.15		Subscription Agreement among the Registrant, Graubard Miller and each of Pantheon China Acquisition Limited, Christina Jun Mu, Kevin Kezhong Wu, John H. Friedman, Francisco A. Garcia and Hunter S. Reisner. (1)
10.16		Letter Agreement between the Registrant and Mark D. Chen, Jennifer J. Weng, Christina Jun Mu and Kevin Kezhong Wu. (3)

Exhibit No.

Description

10.17		Agreement and Plan of Merger, Conversion and Share Exchange dated as of November 3, 2008 by and between Pantheon, Pantheon Arizona Corp., China Cord Blood Services Corporation, Golden Meditech Company Limited, and the selling shareholders named therein. (5)
10.18		Put and Call Option Agreement dated December 10, 2008 by and between Pantheon, Modern Develop Limited, Mark D. Chen, Victory Park Credit Opportunities Master Fund, Ltd. and Victory Park Special Situations Master Fund, Ltd. (6)
10.19		Put and Call Option Agreement dated December 10, 2008 by and between Pantheon, Modern Develop Limited, Mark D. Chen and YA Global Investments, L.P. (6)
10.20		Amendment No. 1 to Investment Management Trust Agreement, dated as of December 14, 2008 (7)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-136590), as originally filed on August 14, 2006.

(2)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-136590), as amended and filed on October 24, 2006.

(3)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-136590), as amended and filed on September 22, 2006.

(4)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (SEC File No. 000-52275), filed on December 16, 2008.

(5)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (SEC File No. 000-52275), filed on November 11, 2008.

(6)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (SEC File No. 000-52275), filed on December 9, 2008 and as amended on December 11, 2008 and as further amended on December 15, 2008.

(7)	Incorporated by reference to the Registrant's Current Report on Form 8-K (SEC File No. 000-52275), filed on March 26, 2009.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on the 5th day of May, 2009.

	PANTHEON CHINA ACQUISITION CORP.

	By:	/s/ Mark D. Chen
		Mark D. Chen
		Chairman, Chief Executive Officer and President

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date


/s/ Mark D. Chen
Mark D. Chen	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	May 5, 2009


/s/ Jennifer J. Weng
Jennifer J. Weng	Chief Financial Officer and Secretary (Principal Accounting and Financial Officer)	May 5, 2009


/s/ Christina Jun Mu
Christina Jun Mu	Vice President and Director	May 5, 2009


/s/ Kevin Kezhong Wu
Kevin Kezhong Wu	Executive Vice President and Director	May 5, 2009