[1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 880,978 8. SHARED VOTING POWER 342,317]
[1. 6A. Special Redemption in Connection with a Business Combination 2. Miscellaneous 3. (b) Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. - 2 - (d) Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term] [ESCROW AGREEMENT Agreement Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Parties This Escrow Agreement (this “ RECITALS WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Seller Earn-Out Shares Earn-Out Milestones WHEREAS Sponsor Agreement Sponsor Earn-Out Shares Sponsor Conditional Shares Escrow Shares WHEREAS WHEREAS, Initial Sponsors IPO Escrow Agreement IPO Escrow Agent AGREEMENT NOW, THEREFORE 1. Appointment] [SPONSOR AGREEMENT THIS SPONSOR AGREEMENT Agreement Sun Zone Sellers Company Sponsors Exchange Agreement Honesty Group The Sellers have entered into a share exchange agreement (the “ Initial Sponsors IPO Escrow Agreement IPO Escrow Agent Certain of the Sponsors, consisting of John Wang, Robert J. Eu, Cannon Family Irrevocable Trust, AEX Enterprises Limited, W.R. Hambrecht + Co., LLC, Hambrecht 1980 Revocable] [AMENDMENT NO. 1 TO SPONSOR AGREEMENT Amendment th Sun Zon Sellers Company Sponsor Sponsors Sponsor Agreement Exchange Agreement Amendment to Exchange Agreement NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. A] [REGISTRATION RIGHTS AGREEMENT WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of Ordinary Shares (as defined below) owned by them; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of] [FORM 6-K CURRENT REPORT HAMBRECHT ASIA ACQUISITION CORP. 13/F Tower 2 New World Tower 18 Queens Road Central Hong Kong x o o o o x IMPORTANT NOTICE Completion of Acquisition In addition, the transaction resulted in various other changes in the business, operations and management of SGOCO Technology, including: (i) the approval of the name change to SGOCO Technology;]
[1. 6A. Special Redemption in Connection with a Business Combination 2. Miscellaneous 3. (b) Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. - 2 - (d) Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term] [ESCROW AGREEMENT Agreement Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Parties This Escrow Agreement (this “ RECITALS WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Seller Earn-Out Shares Earn-Out Milestones WHEREAS Sponsor Agreement Sponsor Earn-Out Shares Sponsor Conditional Shares Escrow Shares WHEREAS WHEREAS, Initial Sponsors IPO Escrow Agreement IPO Escrow Agent AGREEMENT NOW, THEREFORE 1. Appointment] [SPONSOR AGREEMENT THIS SPONSOR AGREEMENT Agreement Sun Zone Sellers Company Sponsors Exchange Agreement Honesty Group The Sellers have entered into a share exchange agreement (the “ Initial Sponsors IPO Escrow Agreement IPO Escrow Agent Certain of the Sponsors, consisting of John Wang, Robert J. Eu, Cannon Family Irrevocable Trust, AEX Enterprises Limited, W.R. Hambrecht + Co., LLC, Hambrecht 1980 Revocable] [AMENDMENT NO. 1 TO SPONSOR AGREEMENT Amendment th Sun Zon Sellers Company Sponsor Sponsors Sponsor Agreement Exchange Agreement Amendment to Exchange Agreement NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. A] [REGISTRATION RIGHTS AGREEMENT WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of Ordinary Shares (as defined below) owned by them; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of] [FORM 6-K CURRENT REPORT HAMBRECHT ASIA ACQUISITION CORP. 13/F Tower 2 New World Tower 18 Queens Road Central Hong Kong x o o o o x IMPORTANT NOTICE Completion of Acquisition In addition, the transaction resulted in various other changes in the business, operations and management of SGOCO Technology, including: (i) the approval of the name change to SGOCO Technology;]
[Other Events 2 Dated: March 12, 2010 HAMBRECHT ASIA ACQUISITION CORP. John Wang]
[Other Events 2 Dated: March 12, 2010 HAMBRECHT ASIA ACQUISITION CORP. John Wang]
[AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, HMAUF and the Shareholders agree as follows: 1. The following definition is hereby added to Section 1.1 of the Agreement in the] [IMPORTANT NOTICES 2 Entry Into a Material Definitive Agreement In addition, Hambrecht’s founding shareholders have agreed to increase the number of shares being escrowed by them from 311,696 to 766,823 shares, leaving 168,266 founders shares outside of any escrow conditioned on certain events following the closing. All of the sponsors’ shares were placed in escrow following the Company’s initial public]
[AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, HMAUF and the Shareholders agree as follows: 1. The following definition is hereby added to Section 1.1 of the Agreement in the] [IMPORTANT NOTICES 2 Entry Into a Material Definitive Agreement In addition, Hambrecht’s founding shareholders have agreed to increase the number of shares being escrowed by them from 311,696 to 766,823 shares, leaving 168,266 founders shares outside of any escrow conditioned on certain events following the closing. All of the sponsors’ shares were placed in escrow following the Company’s initial public]
[SECURITIES & EXCHANGE COMMISSION SCHEDULE 13G (Amendment No 1)* Hambrecht Asia Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 406548107 (CUSIP Number) Alexander H. McMillan, Esq. c/o Loeb Partners Corporation 61 Broadway, New York, N.Y. 10006 (212) 483-7069 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 2010 (Date of]
[SECURITIES & EXCHANGE COMMISSION SCHEDULE 13G (Amendment No 1)* Hambrecht Asia Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 406548107 (CUSIP Number) Alexander H. McMillan, Esq. c/o Loeb Partners Corporation 61 Broadway, New York, N.Y. 10006 (212) 483-7069 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 2010 (Date of]
[IMPORTANT NOTICES Other Events Description]
