Unassociated Document

As filed with the Securities and Exchange Commission on December 17, 2007

File No. 333-145163

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ASIA SPECIAL SITUATION ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		6770		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

P.O. Box 309GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

407-805-0879

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’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

407-805-0879

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Stephen A. Weiss, Esq.

Hodgson Russ LLP

1540 Broadway

24th floor

New York, New York 10036

(212) 751-4300

(212) 751-0928 - Facsimile

Jody R. Samuels, Esq.

Richardson & Patel, LLP

405 Lexington Avenue

26^th floor

New York, New York 10174

(212) 907-6686

(212) 907-6687 – Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered		Proposed Maximum Offering Price Per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Units, each consisting of one ordinary share, $.0001 par value, and one Warrant(2)		11,500,000 Units	$	10.00	$	115,000,000	$	3,530.50
Ordinary Shares included as part of the Units(2)		11,500,000 Shares		—		—		—	(3)
Warrants included as part of the Units(2)		11,500,000 Warrants		—		—		—	(3)
Ordinary Shares underlying the Warrants included in the Units(4)		11,500,000 Shares	$	7.50	$	86,250,000	$	2,647.88
Representative’s Unit Purchase Option		1	$	100	$	100		—	(3)
Units underlying the Representative's Unit Purchase Option (“Representative's Units”)(4)		475,000 Units	$	12.50	$	5,937,500	$	182.28
Ordinary Shares included as part of the Representative's Units(4)		475,000 Shares		—		—		—	(3)
Warrants included as part of the Representative’s Units(4)		475,000 Warrants		—		—		—	(3)
Ordinary Shares underlying the Warrants included in the Representative’s Units(4)		475,000 Shares	$	7.50	$	3,562,500	$	109.37
Total					$	210,750,100	$	6,470.03

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 1,500,000 Units and 1,500,000 Ordinary Shares and 1,500,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

(3)	No fee pursuant to Rule 457(g).

(4)	Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DECEMBER 17, 2007

$100,000,000

ASIA SPECIAL SITUATION ACQUISITION CORP.

10,000,000 units

Asia Special Situation Acquisition Corp. is a newly organized Business Combination Company ^TM , or BCC ^TM , formed under the laws of the Cayman Islands. A BCC ^TM is a blank check company formed for the purpose of acquiring all or a majority interest in one or more unidentified operating businesses, through a capital stock exchange, asset acquisition, stock purchase, or other similar transaction, including obtaining a majority interest through contractual arrangements. We intend to identify prospective acquisitions that are either located in Asia, provide products or services to consumers located in Asia, or invest in Asia. Our efforts to identify a prospective target business will not be limited to a particular industry or area in Asia, although we initially intend to focus our efforts on acquiring an operating business in the leisure and hospitality or financial services industries, that either invests in, is located in or provides products or services to consumers located in China. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is the initial public offering of our securities. We are selling 10,000,000 units. Each unit is being sold at a purchase price of $10.00 and consists of (i) one ordinary share; and (ii) one warrant, which entitles the holder to purchase one ordinary share at a price of $7.50. Each warrant will become exercisable on the later of our completion of a business combination or , 2008 [one year from the date of this prospectus], and will expire on , 2011 [four years from the date of this prospectus], or earlier upon redemption.

There is presently no public market for our units, ordinary shares or warrants. We have applied to have the units listed on the American Stock Exchange under the symbol “CIU.U” on or promptly after the date of this prospectus. Each of the ordinary shares and warrants shall trade separately on the 10^th business day following the earlier to occur of: (i) the expiration of the underwriters’ over-allotment option, or (ii) its exercise in full. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and warrants will be listed on the American Stock Exchange under the symbols “CIU” and “CIU.W”, respectively. We cannot assure you, however that any such securities will continue to be listed on the American Stock Exchange.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

	Public offering price		Underwriting discount and commissions(1)(2)		Proceeds, before expenses, to us
Per unit	$	10.00	$	0.40	$	9.60
Total	$	100,000,000	$	4,000,000	$	96,000,000

(1)	Does not include a corporate finance fee in the amount of 1% of the gross proceeds, or $.10 per unit, $1,000,000 ($1,150,000, if the over-allotment option is exercised in full), payable to Maxim Group LLC on the closing of the offering.

(2)

Does not include deferred underwriting compensation in the amount of 3% of the gross proceeds, or $0.30 per unit, or an aggregate of $3,000,000 ($3,450,000, if the over-allotment option is exercised in full), payable to the underwriters only upon consummation of a business combination and then only with respect to those units as to which the component shares have not been redeemed. Does not include the unit purchase options issuable to the underwriters.

Of the proceeds we receive from this offering and the sale of the insider warrants to be made prior to the date of this prospectus by an affiliate of certain of our officers and directors, $100,000,000 ($10.00 per share) will be deposited into a trust account at J.P. Morgan Chase Bank N.A. maintained by Continental Stock Transfer & Trust Company acting as trustee. This amount includes up to $3,000,000 ($0.30 per unit), or $3,450,000 if the over-allotment is exercised in full, which will be paid to the underwriters if a business combination is consummated, but which will be forfeited by the underwriters if a business combination is not consummated. As a result, our public shareholders will receive, subject to any valid claims by our creditors which are not covered by amounts in the trust account or indemnities provided by our Sponsor, Noble Investment Fund Limited, and Allius Ltd., jointly and severally, $10.00 per share (plus a portion of the interest earned on the trust account, but net of (i) taxes payable on interest earned and (ii) up to $2,000,000, released to us to fund our working capital), in the event of our dissolution and liquidation if we fail to consummate a business combination. However, in the event the over-allotment is exercised in full, to the extent the funds held in trust are less than $10.00 per share, the first $750,000 in interest earned on the amount held in the trust account (net of taxes payable) will be used to cover such shortfall to bring the amount held in the trust account for the benefit of the public shareholders to an aggregate of $115,000,000 ($10.00 per share). Interest will be payable to public shareholders redeeming in connection with a business combination.

We are offering the units for sale on a firm-commitment basis. Maxim Group LLC, acting as the representative of the underwriters, expects to deliver our securities to investors in the offering on or about [____], 2007.

Maxim Group LLC		CRT Capital Group LLC
Sole Bookrunner

The date of this prospectus is _______________, 2007

Immediately prior to the date of this prospectus, Ho Capital Management LLC, an entity co-managed and jointly owned by Angela Ho, our chief executive officer and chairman, and Noble Investment Fund Limited, will purchase an aggregate of 5,725,000 warrants, or insider warrants, from us at a price of $1.00 per warrant in a private placement made in accordance with Regulation D under the Securities Act of 1933, as amended. All of the proceeds received from the insider warrants (an aggregate of $5,725,000) will be placed in the trust account described below. Ho Capital Management LLC and Noble Investment Fund Limited will each have a 50% beneficial ownership interest in the insider warrants. So long as the insider warrants are owned by Ho Capital Management LLC, Noble Investment Fund Limited or Angela Ho, the insider warrants may be exercised on a cashless basis and will not be subject to redemption. The insider warrants may not be sold, assigned or transferred by Ho Capital Management LLC (nor may the members interest in Ho Capital Management LLC be sold, assigned or transferred) until we have consummated a business combination. Immediately prior to the date of this prospectus, Noble Investment Fund Limited will provide Ho Capital Management LLC with a $5,725,000 loan, the proceeds of which will be used to purchase the insider warrants, and the insider warrants will be pledged to Noble to secure repayment of such loan. The record and beneficial ownership of 2,862,500 warrants, or 50% of such insider warrants will be transferred by Ho Capital Management LLC to Noble Investment Fund Limited upon our completion of a business combination; and such transfer shall represent repayment of 50% of the $5,725,000 loan. The remaining $2,862,500 of such loan, plus accrued interest at the rate of 4.5% per annum, is payable by Ms. Ho only from the proceeds of periodic sales of the insider warrants and underlying shares. The $5,725,000 loan from Noble Investment Fund Limited to Ho Capital Management LLC will be made based upon a pre-existing business arrangement between Noble and Angela Ho whereby Ms. Ho agreed to organize the Sponsor and management of our company, Noble agreed to provide the financing for the purchase of the insider warrants, and the parties agreed to share equally in such insider warrants. The holders of the insider warrants will not have any right to any liquidation distributions with respect to the shares underlying the warrants in the event we fail to consummate a business combination and the insider warrants will expire worthless. The insider warrants transfer restrictions expire on the earlier of (i) a business combination or (ii) our liquidation.

We have granted the underwriters a 45-day option to purchase up to 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We have also agreed to sell to the underwriters, for $100, as additional compensation, an option to purchase up to an aggregate of 475,000 units at $12.50 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. The purchase options issued to the underwriters and their underlying securities have been registered under the registration statement of which this prospectus forms a part.

TABLE OF CONTENTS

	Page
Prospectus Summary	4
Summary Financial Data	21
Risk Factors	22
Use of Proceeds	52
Dilution	56
Capitalization	58
Management's Discussion and Analysis of Financial Condition and Results of Operations	59
Proposed Business	62
Management	91
Principal Shareholders	98
Certain Transactions	101
Description of Securities	104
Taxation	113
Underwriting	118
Changes and Disagreements With Accountants on Accounting and Financial Disclosure	123
Legal Matters	124
Experts	124
Enforceability of Civil Liabilities	125
Where You Can Find Additional Information	125
Index to Financial Statements	F-l

You should rely only on the information contained in this registration statement of which this prospectus forms a part. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.

We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from publicly available information. The authors of this information do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data. We have not sought the consent of the sources to refer to their reports in this prospectus.

This prospectus contains forward-looking statements that involve substantial risks and uncertainties as they are not based on historical facts, but rather are based on current expectations, estimates and projections about our proposed industries, our beliefs, and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on any forward-looking statements, which apply only as of the date of this prospectus.

“Business Combination Company”^TMand “BCC”^TM are service marks of Maxim Group LLC.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the section entitled “Risk Factors,” our financial statements and the related notes to the financial statements, before making an investment decision.

Unless otherwise indicated in this prospectus, references to "we," "us" "our" or "our company" refer to Asia Special Situation Acquisition Corp., and the term “public shareholders” mean only the holders of the 10,000,000 ordinary shares (11,500,000 shares if the over-allotment option is exercised in full) sold as part of the units in this offering or acquired in the secondary market; it excludes our Sponsor and our officers and directors with respect to the shares they acquired upon our formation, but includes any shares they purchase in this offering or in the open market following the offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option and that no shareholder exercises its right of redemption as described elsewhere in this prospectus.

As used in this prospectus, the following terms have the meanings defined below.

· “Asia” includes China as well as Japan, South Korea, Vietnam, Australia and New Zealand, but for purposes of this prospectus specifically excludes North Korea.

· "business combination" means the acquisition of all or at least a majority of the equity interest in one or more target businesses through a capital stock exchange, asset acquisition, stock purchase, or other similar transaction, including obtaining a majority interest through contractual arrangements. A “business combination” will only involve a transaction whereby any business or businesses which we acquire will, upon completion of our initial business combination, be at least majority-owned subsidiaries of our company, and are neither investment companies nor companies excluded from the definition of investment company by Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.

· “China” or the “PRC” refers to the People’s Republic of China as well as the Hong Kong Special Administrative Region and the Macau Special Administrative Region, but does not include Taiwan.

· "existing shareholders" refers to all of our shareholders existing before completion of this offering, including our Sponsor and all of our officers and directors.

· "initial shares" refers to the 2,500,000 ordinary shares that were originally purchased from us for $25,000 in April 2007 by our Sponsor and our officers, directors and affiliated entities.

· “target business” means one or more businesses that are either located in Asia, provide products or services to consumers located in Asia, or invest in the Asian market.

· “Sponsor” refers to Ho Capital Management LLC, a Delaware limited liability company.

· “trust account” means the trust account established at J.P. Morgan Chase Bank N.A.<