As filed with the Securities and Exchange Commission on July 7, 2009

File No. 333-155579

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

CHINA CORD BLOOD CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		8000
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)

48^th Floor, Bank of China Tower
1 Garden Road, Central
Hong Kong S.A.R.
(852) 3605-8180

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

Law Debenture Corporate Services Inc.
400 Madison Avenue, Ste. 4D
New York, New York 10017
212-750-6474

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

 

Copies to:

Jeffrey Maddox, Esq. Virginia M. Tam, Esq. Jones Day 29th Floor, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong S.A.R. (852) 3189-7318 Facsimile: (852) 2868-5871		Mitchell S. Nussbaum, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 (212) 407-4159 Facsimile: (212) 504-3013

 

Approximate date of commencement of proposed sale of the securities to the public: June 29, 2009

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 o		Accelerated Filer o
Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company x

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EXPLANATORY NOTE

This Post-Effective Amendment No. 3 on Form S-4, filed by China Cord Blood Corporation, a Cayman Islands corporation (“CCBC” or the “Registrant”), with the Securities and Exchange Commission (the “Commission”), relates to that certain registration statement filed with the Commission by Pantheon Arizona Corp. (“Pantheon Arizona” which term refers to the Registrant prior to the Redomestication described below) on November 21, 2008, bearing Registration Number 333-155579 (the “Registration Statement”), and is being filed by the Registrant as the successor to Pantheon Arizona following the Redomestication described below.

CCBC hereby adopts the Registration Statement as its own registration statement for all purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Moreover, the Registrant hereby amends and restates the items of the Registration Statement as set forth herein for the purpose of reflecting material changes resulting from the Business Combination and Redomestication described in the proxy statement/prospectus included herein.

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SUPPLEMENT DATED JULY 7, 2009
TO
PROXY STATEMENT DATED JUNE 17, 2009

The following information supplements and should be read in conjunction with the proxy statement/prospectus dated June 17, 2009 of Pantheon Arizona Corp.

On June 30, 2009, Pantheon China Acquisition Corp. (“Pantheon”) merged (the “Merger”) with and into Pantheon Arizona (then a wholly owned, non-operating subsidiary of Pantheon formed for the purpose of effecting the Merger), with Pantheon Arizona surviving the Merger. Immediately following the Merger, Pantheon Arizona converted and continued (the “Conversion,” and together with the Merger, the “Redomestication”) its corporate existence from Arizona to the Cayman Islands and changed its name to China Cord Blood Corporation (“CCBC”). As a result of the Redomestication, (i) each issued share of common stock of Pantheon was converted into an ordinary share of CCBC; and (ii) each option, warrant, convertible note or other right to acquire shares of Pantheon’s common stock was converted into and became an equivalent option, warrant, convertible note or other right to acquire an equal number of ordinary shares of CCBC on the same terms and conditions and at an exercise price per share equal to the exercise price applicable to any such Pantheon option, warrant or other right immediately prior to the Redomestication.

Immediately following the Redomestication, CCBC completed a share exchange with holders (the “Selling Shareholders”) of approximately 93.94% of the issued and outstanding shares of China Cord Blood Services Corporation (“Target”), resulting in Target becoming a subsidiary of CCBC and the Selling Shareholders becoming holders of CCBC’s ordinary shares (the “Share Exchange”). The Redomestication and Share Exchange were effected pursuant to that certain Agreement and Plan of Merger, Conversion and Share Exchange dated November 3, 2008, which was approved by the Board of Directors of Pantheon on October 27, 2008 and by the holders of a majority of the outstanding common stock of Pantheon on June 29, 2009. In addition, CCBC issued ordinary shares to participants of the stock option scheme of CSC, a subsidiary of Target. These participants had advised Target that they exercised their stock options prior to the Share Exchange, but which exercises were contingent on the approval of the Incentive Plan Proposal and therefore the obligation to issue shares under these stock options were assumed by CCBC.

Pantheon was a special purpose acquisition company formed for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, an operating business in the People’s Republic of China. Pantheon consummated its initial public offering on December 20, 2006 and generated aggregate gross proceeds of $34,500,000. On June 30, 2009, Pantheon acquired Target by purchasing 93.94% of its outstanding shares from the Selling Shareholders in exchange for an aggregate of 54,345,104 newly issued ordinary shares of its corporate successor, CCBC, the surviving company of the Redomestication of Pantheon to the Cayman Islands. The acquisition followed the favorable vote of approximately 96% of the public stockholders of Pantheon in accordance with the SPAC business combination approval procedures established at the time of Pantheon’s IPO. Concurrent with the acquisition, Pantheon purchased an aggregate of 4,547,399 shares of its common stock from three of its largest stockholders for an aggregate purchase price of approximately $27.2 million (in transactions intended to assure the successful completion of the business combination). As a result, following the acquisition CCBC had a total of 59,286,506 shares outstanding and approximately $695,000 was available for working capital purposes from Pantheon’s trust account.

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PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF PANTHEON CHINA ACQUISITION CORP.
AND PROSPECTUS FOR ORDINARY SHARES, WARRANTS AND UNITS
OF PANTHEON CAYMAN ACQUISITION CORP.

Proxy Statement/Prospectus dated June 17, 2009
and first mailed to stockholders and warrantholders on or about June 18, 2009

Dear Stockholders and Warrantholders:

The stockholders of Pantheon China Acquisition Corp., or “Pantheon,” a Delaware corporation, are cordially invited to attend the special meeting of the stockholders relating to the acquisition agreement dated as of November 3, 2008, or the “Acquisition Agreement,” by and among Pantheon, Pantheon Arizona Corp., a corporation incorporated in the State of Arizona and a wholly-owned subsidiary of Pantheon, or “Pantheon Arizona,” China Cord Blood Services Corporation, an exempted company incorporated in the Cayman Islands, or “CCBS,” Golden Meditech Company Limited, an exempted company incorporated in the Cayman Islands, or “Golden Meditech,” and each shareholder of CCBS named in Schedule I thereto and indicated as a “selling shareholder” for the purposes of the Acquisition Agreement, which as of the date hereof hold 93.94% of the outstanding shares of CCBS and the other related proposals. We refer to the shareholders of CCBS listed on Schedule I of the Acquisition Agreement each as a selling shareholder and collectively the selling shareholders. The issuance of shares of Pantheon Cayman to the selling shareholders is being consummated on a private placement or offshore basis, pursuant to Section 4(2) of, or in accordance with Regulation S promulgated under, the Securities Act of 1933, as amended, as appropriate. The aggregate value of the consideration to be paid by Pantheon in the business combination is approximately $317.9 million (based on 54,345,104 shares to be issued to the selling shareholders at a market value of $5.85 per share, the most recent closing price of Pantheon’s common stock as of May 28, 2009). This valuation is based on a historical trading price at a time when only approximately 5.7% of Pantheon’s shares were trading publicly and does not take into account any potential dilution that may result from the issuance of the unregistered shares. The transactions contemplated under the Acquisition Agreement, including the corporate redomestication of Pantheon and the business combination with CCBS are referred to in this proxy statement/prospectus as the Acquisition. Following consummation of the business combination, Pantheon will be reorganized into a Cayman Islands exempted company, or “Pantheon Cayman.”

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. Pantheon’s efforts in identifying a prospective target business were not limited to a particular industry.

As of May 28, 2009, there was approximately $28,858,647 in the Trust Account, or approximately $5.99 per outstanding share issued in the initial public offering. If the holders of 20% or more of the shares of Pantheon’s common stock issued in the initial public offering vote against the Acquisition and exercise their conversion rights, Pantheon will not complete the Acquisition. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) in connection with the Extension Amendment has not changed the percentage of shares that can elect conversion in connection with the business combination.

Each stockholder’s vote is very important. Whether or not you plan to attend the Pantheon special meeting in person, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting such stockholder’s shares in person if such stockholder subsequently chooses to attend the Pantheon special meeting. The proxy statement/prospectus constitutes a proxy statement of Pantheon and a prospectus of Pantheon Cayman for the securities of Pantheon Cayman that will be issued to the securityholders of Pantheon.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “RISK FACTORS” beginning on page 22.

Pantheon’s board of directors unanimously recommends that Pantheon stockholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Acquisition or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

/s/ Mark D. Chen
Mark D. Chen
Chairman of the Board of Directors of
Pantheon China Acquisition Corp.

  
June 17, 2009

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HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Pantheon that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Pantheon with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

Pantheon China Acquisition Corp.
Suite 10-64 #9 Jianguomenwai Avenue
Chaoyang District, Beijing, China
100600
Tel: 86-10-85322720

If you would like to request documents, please do so no later than June 22, 2009 to receive them before Pantheon’s special meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Pantheon and CCBS. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Acquisition. Neither Pantheon nor CCBS has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/ prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless the context indicates otherwise, all references to “CCBS” in this proxy statement/prospectus refer to China Cord Blood Services Corporation and its consolidated subsidiaries, including China Stem Cells Holdings Limited, or “CSC,” Beijing Jiachenhong Biological Technologies Co., Limited (including Beijing Cord Blood Bank, the cord blood bank operated by it), or “Jiachenhong,” and Guangzhou Municipality Tianhe Nuoya Bio-engineering Co. Ltd. (including Guangdong Cord Blood Bank, the cord blood bank operated by it), or “Nuoya”. Unless the context indicates otherwise, all references to “China” refer to the People’s Republic of China. All references to “provincial-level regions” or “regions” include provinces as well as autonomous regions and directly controlled municipalities in China, which have an administrative status equal to provinces, including Beijing. Penetration rates referenced in this proxy statement/prospectus represent a measurement of the demand for cord blood banking services calculated by dividing the number of subscribers for cord blood banking services over the total number of newborns in a particular region over a given period.

All references to “Renminbi,” “RMB” or “yuan” are to the legal currency of the People’s Republic of China and all references to “U.S. dollars,” “dollars,” “$” are to the legal currency of the United States. This proxy statement/prospectus contains translations of Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the noon buying rate in The City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York, or the noon buying rate, as of September 30, 2008, which was RMB6.7899 to $1.00. We make no representation that the Renminbi or U.S. dollar amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On May 29, 2009, the cash buying rate announced by the People’s Bank of China was RMB6.8143 to $1.00.

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PANTHEON CHINA ACQUISITION CORP.
Suite 10-64, #9 Jianguomenwai Avenue
Chaoyang District, Beijing, China
100600

NOTICE OF SPECIAL MEETING OF
PANTHEON CHINA ACQUISITION CORP. STOCKHOLDERS
To Be Held on June 29, 2009

To Pantheon Stockholders:

A special meeting of stockholders of Pantheon China Acquisition Corp., a Delaware corporation, or Pantheon, will be held at Loeb & Loeb LLP, 345 Park Avenue, New York, New York, on June 29, 2009, at 9:00 a.m., for the following purposes:

As of March 31, 2009, there were 6,070,387 shares of Pantheon common stock with a par value of $0.0001 issued and outstanding and entitled to vote. Only Pantheon stockholders who hold shares of record as of the close of business on June 16, 2009 are entitled to vote at the special meeting or any adjournment of the special meeting. Approval of the business combination will require the affirmative vote of the holders of a majority of the shares of Pantheon common stock issued in the IPO present and entitled to vote at the special

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meeting; provided, however, that if 20% or more of the shares purchased in the IPO vote against approval of the business combination and demand conversion then the Acquisition will not be completed. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the IPO) in connection with the Extension Amendment has not changed the percentage of shares that can convert in connection with the business combination. Abstentions and broker non-votes will have the same effect as a vote against the approval of the business combination, except that you will not be able to convert your shares into a pro rata portion of the Trust Account.

Pantheon currently has authorized share capital of 26,000,000 shares consisting of 25,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. Pantheon Arizona currently has authorized share capital of 251,000,000 shares consisting of 250,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

The transactions contemplated under the Acquisition Agreement, including the reorganization and the business combination, are referred to in this proxy statement/prospectus as the Acquisition. Holders of Pantheon’s common stock will not be entitled to any appraisal rights under the Delaware corporate law or dissenters rights under Arizona corporate law in connection with the Acquisition.

Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation to Pantheon at Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600, that is received by us before we take the vote at the special meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Pantheon’s board of directors unanimously recommends that Pantheon stockholders vote “FOR” approval of each of the proposals.

		By order of the Board of Directors,
		/s/ Mark D. Chen Mark D. Chen Chairman of the Board of Directors of Pantheon China Acquisition Corp.

June 17, 2009

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PANTHEON ARIZONA CORP.
  
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		Page
Questions and Answers About the Pantheon Special Meeting			iii
Summary			1
CCBS Summary Financial Information			13
Selected Unaudited Pro Forma Consolidated Financial Information			16
Comparative Per Share Information			18
Market Price Information			21
Risk Factors			22
Special Note Regarding Forward-Looking Statements			51
Dividend Policy			52
Special Meeting of Pantheon Stockholders			53
The Business Combination Proposal			61
The Acquisition Agreement			77
The Redomestication Proposal			83
The Incentive Plan Proposal			98
The Adjournment Proposal			99
Selected Historical Consolidated Financial and Operating Data of CCBS			100
Unaudited Pro Forma Consolidated Financial Statements			103
Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCBS			111
The Cord Blood Banking Industry			144
CCBS Business			148
Pantheon Selected Financial Information			161
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pantheon			162
Pantheon Business			165
Directors, Executive Officers, Executive Compensation and Corporate Governance			167
Security Ownership of Certain Beneficial Owners and Management			179
Certain Transactions			181
Description of Pantheon’s Securities			184
Comparison of Pantheon and Pantheon Cayman Stockholder Rights			186
Comparison of Cayman Islands Corporate Law to Delaware Corporate Law			191
Material U.S. Federal Income Tax Consequences			195
Experts			204
Legal Matters			204
Stockholder Proposals and Other Matters			204
Enforceability of Civil Liabilities			204
Industry and Market Data			205
Where You Can Find Additional Information			205

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		Page
Index to Financial Statements			F-1
Appendix A –  Agreement and Plan of Merger, Conversion and Share Exchange by and Among Pantheon China Acquisition Corp., Pantheon Arizona Corp., China Cord Blood Services Corporation, Golden Meditech Company Limited, and the Selling Shareholders named in Schedule I thereto			A-1
Appendix B –  China Cord Blood Corporation 2009 Share Option Scheme			B-1
Appendix C –  Form of Pantheon Cayman Memorandum and Articles of Association			C-1
Appendix D –  Pantheon Arizona Articles of Incorporation			D-1
Appendix E –  Pantheon Arizona Bylaws			E-1
Appendix F –  Pantheon Arizona Articles of Amendment of Articles of Incorporation			F-1
Appendix G –  Pantheon Arizona Articles of Amendment of Articles of Incorporation			G-1

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QUESTIONS AND ANSWERS ABOUT THE PANTHEON SPECIAL MEETING

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Pantheon China Acquisition Corp.
Suite 10-64, #9 Jianguomenwai Avenue
Chaoyang District, Beijing, China
100600
Tel: 86-10-85322720

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Acquisition Agreement attached as Appendix A. Please read these documents carefully as they are the legal documents that govern the Acquisition and your rights in the Acquisition. Unless the context otherwise requires, references to “Pantheon,” “we,” “us” or “our” in this proxy statement/prospectus refers to Pantheon China Acquisition Corp., including its consolidated subsidiaries, before the consummation of the Acquisition and to Pantheon Cayman, including its consolidated subsidiaries, after the consummation of the Acquisition.

The Parties

Pantheon

Pantheon China Acquisition Corp.
Suite 10-64, #9 Jianguomenwai Avenue
Chaoyang District, Beijing, China
100600
Telephone: 86-10-85322720

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. Pantheon’s efforts in identifying a prospective target business were not limited to a particular industry.

On December 20, 2006, Pantheon consummated its initial public offering, or IPO, of 5,750,000 units, including 750,000 subject to an over-allotment option, with each unit consisting of one share of common stock and two warrants, each to purchase one share of 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, Pantheon consummated the private sale of 2,083,334 warrants at a price of $0.60 per warrant, generating total proceeds of $1,250,000, to Christina Jun Mu and Kevin Kezhong Wu, each an officer and director of Pantheon, Francisco A. Garcia and Hunter S. Reisner, each a special advisor of Pantheon, Easton Capital Corp. Defined Benefit Plan, an entity of which John H. Friedman, one of Pantheon’s special advisors, is trustee, and Pantheon China Acquisition Limited, an entity owned by Mark D. Chen, the chief executive officer and president of Pantheon. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to Pantheon from the public offering and the private sale were approximately $33,153,914, of which $32,747,500 was deposited into a Trust Account and the remaining became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Included in the amount deposited into the Trust Account was $345,000 of underwriting discounts and commissions payable to the underwriters, the payment of which was deferred unless and until Pantheon completes a business combination. In addition, Pantheon is allowed and did withdraw approximately $5.6 million to convert certain of its outstanding shares of common stock to cash and $300,000 from the Trust Account for working capital purposes. Through March 31, 2009, Pantheon has used approximately $1,050,000 of the net proceeds that were not deposited into the Trust Account and amounts allowed to be withdrawn from Trust Account to pay such conversion amounts and general and administrative expenses. As of May 28, 2009, there was $28,858,647 held in the Trust Account.

On December 10, 2008, Pantheon entered into a Put and Call Option Agreement with Modern Develop Limited (“Modern”), Mark D. Chen and YA Global Investments, L.P. (“YA Global”) and a separate Put and Call Option Agreement with Modern, Mark D. Chen, Victory Park Credit Opportunities Master Fund, Ltd (“VPCO”) and Victory Park Special Situations Master Fund, Ltd (“VPSS” and together with VPCO, “Victory Park”). Modern, YA Global and Victory Park are all independent third parties. YA Global and Victory Park acquired from several of Pantheon’s largest stockholders 4,547,399 shares of common stock of Pantheon in the aggregate through negotiated private transactions brokered by Rodman & Renshaw LLC, a financial intermediary, at approximately $5.97 per share. Pantheon believes that the purchase prices reflected a

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$0.00 to $0.03 discount (varying from seller to seller) on the anticipated $5.97 per share liquidation amount, depending on, among other things, when the shares where transferred, the seller’s cost of capital and how long the liquidation of Pantheon would have been expected to take. Under the agreements with Pantheon’s selling stockholders, Pantheon’s representatives were granted such selling stockholders’ irrevocable proxy in voting for the Extension Amendment (defined below).

Pursuant to the Put and Call Option Agreements, Modern has the right to purchase an aggregate of 4,547,399 shares of common stock of Pantheon (representing approximately 79.09% of the shares sold in the initial public offering) from YA Global and Victory Park 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, and may be extended to September 30, 2009 or on the record date of a business combination if not exercised sooner. Modern paid an option fee of $2,501,070 in the aggregate for the initial term and in the event Modern elects to extend the call options it will be required to pay an additional extension option fee of $1,931,280 in the aggregate to YA Global and Victory Park, in each case pro rata to the number of shares held by the two investors. The option fee of $2,501,070 in the aggregate for the initial term is equivalent to approximately $0.55 per share. If Modern chooses to exercise its call option on or before June 30, 2009, Modern will pay a total of $29,649,042 for the 4,547,399 shares which is equivalent to approximately $6.52 per share. If Modern chooses to pay an additional extension option fee of $1,931,280 (which is equivalent to approximately $0.42 per share) and exercise the call options during the extension period, Modern will pay a total of $31,580,322 for the 4,547,399 shares or $6.94 per share. Due to the fact that none of YA Global, Victory Park nor Modern are obligated to vote in favor of the Redomestication or Business Combination, stockholders should not view these arrangements as indicative that the Redomestication or Business Combination will be approved, although such arrangements were intended to ensure approval of an extension to the deadline by when Pantheon had to complete a business combination and enable potential long term investors in CCBS the opportunity to consider investing in the business by approving the business combination as a stockholder of Pantheon. The percentage of the IPO shares remaining outstanding subject to the Put and Call Option Agreements is approximately 94.3%, which correspondingly gives each of YA Global, Victory Park or Modern (to the extent it exercises its call option with YA Global or Victory Park) the ability to block the Redomestication and Business Combination should any of them seek to convert more than 1,149,999 of the shares subject to the Put and Call Option Agreements, and only 272,988 IPO shares remain outstanding that are not subject to such agreements. On June 2, 2009, Modern advised Pantheon and CCBS that it does not intend to pay the additional extension option fee to extend the options pursuant to the Put and Call Option Agreements. As of the date of this proxy statement/prospectus, Modern has not exercised its options under the Put and Call Option Agreements. As a result, Pantheon, CCBS and Golden Meditech are seeking alternatives to consummate the acquisition of CCBS by Pantheon. Stockholders will be promptly informed by supplemental materials to this Proxy Statement/Prospectus of any further developments regarding these matters.

Pursuant to the Put and Call Option Agreements, Pantheon has agreed to effect a liquidation in accordance with Delaware law in the event the business combination is abandoned prior to the exercise of the call options or if Modern elects not to extend the period of the call options. If Modern does not extend the term of the call options (which it has advised Pantheon it does not intend to extend) and this contractual obligation is not waived by YA Global and Victory Park, then Pantheon will be obligated to liquidate on July 15, 2009. If YA Global and Victory Park agree to waive Pantheon's contractual obligation to liquidate on such date, the Put and Call Option Agreements will be amended by the parties accordingly.

On December 14, 2008, Pantheon, following approval by its stockholders, amended its certificate of incorporation (the “Extension Amendment”), 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. A total of 929,613 shares (or approximately 16.2% of the shares issued in the IPO) were converted in connection with the shareholder approval of the Extension Amendment.

Pantheon’s stockholders should be aware that because Pantheon’s IPO prospectus stated that Pantheon would not take any action allowing it to survive for a longer period of time if it did not appear it would be able to consummate a business combination by December 14, 2008 as required by its certificate of incorporation, such stockholders may have securities law claims against Pantheon. Even if you do not pursue such

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claims, others may do so. The Extension Amendment also resulted in Pantheon incurring additional transaction expenses, and may also result in securities law and other claims against Pantheon whose holders might seek to have the claims satisfied from funds in the trust account. If adopting the Extension Amendment results in Pantheon incurring material liability as a result of potential securities law claims, the trust account could be depleted to the extent of any judgments arising from such claims, together with any expenses related to defending such claims, that are not fully indemnified by Mark D. Chen. A consequence might be that holders of public shares who did not elect conversion at the time of the Extension Amendment vote but elect to convert their shares in connection with the proposed business combination vote will receive a lesser amount in respect to their pro rata share of the trust account.

The shares of Pantheon’s common stock, warrants and units are traded on the Over-The-Counter Bulletin Board, or the “OTCBB,” under the symbols “PCQC,” “PCQCW” and “PCQCU,” respectively. Each of Pantheon’s units consists of one share of common stock and two warrants, each to purchase an additional share of Pantheon’s common stock for consideration of $5.00 per share. Pantheon’s units commenced to trade on the OTCBB on December 15, 2006. Pantheon’s common stock and warrants commenced to trade separately on January 17, 2007. Following consummation of the business combination, Pantheon will be reorganized into a Cayman Islands exempted company, or “Pantheon Cayman.” It is contemplated that an application will be made for the Pantheon Cayman securities to become listed on the New York Stock Exchange, or the “NYSE,” or elsewhere at an appropriate time. The listing application will be made only when Pantheon Cayman has satisfied the relevant listing requirements. Such listing will be unrelated to, and is not a condition for or requirement of, the business combination or the Acquisition Agreement.

CCBS

China Cord Blood Services Corporation
48th Floor, Bank of China Tower
1 Garden Road
Central
Hong Kong S.A.R.
Telephone: (852) 3605 8180

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CCBS was incorporated as an exempted company with limited liability under the Companies Law (2007 Revision) of the Cayman Islands on January 17, 2008 as the holding company for its business operations in China. CCBS has two operating subsidiaries in China: Jiachenhong and Nuoya. CCBS holds an indirect 100.0% interest in Jiachenhong and an indirect 90.0% interest in Nuoya. In addition, CCBS holds an indirect 18.9% interest in CordLife, a provider of cord blood banking services with operations in Singapore, Australia, Hong Kong, India, Indonesia, the Philippines and Thailand.

CCBS is a leading provider of cord blood banking services in China. Expectant parents pay CCBS to process and store the cord blood of their children at birth for potential future use in medical treatment of the children or their family members. CCBS generates substantial upfront cash inflows from initial processing fees as well as steady continuing cash inflows from annual storage fees. CCBS enters into 18-year contracts with its subscribers and charges an initial processing fee at birth and a storage fee each year. The contracts can be terminated early by the parents or further extended, at the option of the children, after the children reach adulthood. CCBS expects annual storage fees to contribute an increasing proportion of its revenue as the number of its subscribers accumulated over the years continues to grow. In addition to its fee-based commercial services, CCBS also preserves cord blood units donated by the public and charges fees for matching units with patients in need of transplants. This revenue accounts for a small percentage of its total revenue.

The PRC government authorities have been following a “one license per region” policy, allowing each licensee, including CCBS, to operate within its own region without competition. The application process for a cord blood banking license takes several years, during which time the applicant usually incurs a substantial amount of initial investments, including constructing cord blood bank facilities to demonstrate to the government authorities that it is capable of meeting the stringent application requirements. This licensing process may deter newcomers with fewer resources and less experience from competing for licenses with established cord blood banking operators in China.

CCBS’s management team successfully pioneered the commercialization of cord blood banking services in China. Jiachenhong, its Beijing-based subsidiary with operations dating back to 2002, was the operator of the first licensed cord blood bank in China. CCBS has also developed a hospital network consisting of over 90 major hospitals in Beijing to perform cord blood collection services for its subscribers. To expand the geographic coverage of its business, CCBS acquired the right to operate in Guangdong through the acquisition of Nuoya in May 2007. The acquisition enabled CCBS to significantly increase the size of the market that it can address. CCBS believes it will be able to apply the experience it gained in its successful operation in Beijing to its more recently commenced operation in Guangdong. As of September 30, 2008, CCBS had capacity to store an additional 226,000 units, and it believes it has the ability to further expand its capacity to meet increasing market demand.

Currently, CCBS is the sole cord blood banking licensee in Beijing and Guangdong. So far, cord blood banking licenses have been issued for only six of China’s 31 regions, with another four licenses expected to be issued by 2010. CCBS expects to continue to grow its business through existing market penetration and geographical expansion. CCBS’s existing operations cover an aggregate population of approximately 110 million, including 94 million in Guangdong, which is larger than all but 12 countries in the world. According to the National Bureau of Statistics of China, there were 1.2 million newborns in Beijing and Guangdong in 2007. As the PRC government authorities issue cord blood banking licenses in more regions, CCBS believes that there will be significant growth opportunities in China. China has a population of approximately 1.3 billion. According to the National Bureau of Statistics of China, there were 15.9 million newborns in China in 2007, representing approximately 12.0% of newborns worldwide. In addition to the large number of newborns in China, we expect increased demand for CCBS’s services to be driven by a number of factors, including increasing disposable income in urban areas; greater attention to health issues as people become more financially secure; emphasis on children under China’s one-child policy; and heightened public awareness of the benefits associated with cord blood storage.

Golden Meditech, a public company traded with its shares listed on the Growth Enterprise Market of the Hong Kong Stock Exchange, or “Hong Kong Stock Exchange GEM,” indirectly holds a 50.25% interest in CCBS through Golden Meditech Stem Cells (BVI) Company Limited, “Golden Meditech Stem Cells,” a

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wholly-owned subsidiary of Golden Meditech, and the remaining 49.75% interest in CCBS is held by various institutional investors. As such, Golden Meditech is the parent company of CCBS and has control over its operations.

As of September 30, 2008, CCBS had an authorized share capital of $10,000,000 consisting of 1,000,000,000 ordinary shares with a par value $0.01 per share, and the issued share capital consisted of 161,898,000 ordinary shares fully paid or credited as fully paid. Included in the 161,898,000 ordinary shares issued and outstanding are (i) 24,200,000 redeemable ordinary shares, which will be redeemable at the request of the holders in the event a qualified initial public offering implying a total market capitalization, without giving effect to the receipt of offering proceeds, of no less than $240 million does not occur by November 21, 2008; and (ii) 16,698,000 redeemable ordinary shares, which will be redeemable at the request of the holders in the event a qualified initial public offering implying a total market capitalization, without giving effect to the receipt of offering proceeds, of no less than $400 million does not occur by January 14, 2009. The selling shareholders have entered into written resolutions, acknowledging that they have waived their redemption rights with respect to CCBS’s redeemable ordinary shares through June 30, 2009.

The Acquisition and the Acquisition Agreement

Redomestication to the Cayman Islands

Pursuant to the Acquisition Agreement, upon stockholder approval, Pantheon will complete a corporate reorganization that would result in holders of Pantheon securities holding securities in Pantheon Cayman, a Cayman Islands company rather than in Pantheon, a Delaware corporation. The reorganization involves two steps. First, Pantheon, the current Delaware corporation, will effect a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware in which it will merge with and into Pantheon Arizona, its wholly-owned Arizona subsidiary, with Pantheon Arizona surviving the merger. Second, after the merger, Pantheon Arizona will become Pantheon Cayman, a Cayman Islands company, pursuant to a conversion and continuation procedure under Arizona and Cayman Islands law. The reorganization will change Pantheon’s place of incorporation from Delaware to the Cayman Islands. We refer to the entire two-step transaction as the redomestication.

The redomestication will result in all of Pantheon’s issued and outstanding shares of common stock immediately prior to the redomestication converting into ordinary shares of Pantheon Cayman, and all units, warrants and other rights to purchase Pantheon’s common stock immediately prior to the redomestication being exchanged for substantially equivalent securities of Pantheon Cayman. The shares of Pantheon Cayman will continue to be quoted on the OTCBB or such other public trading market on which its shares may be trading at such time. Pantheon will cease to exist and Pantheon Cayman will be the surviving corporation. In connection therewith, Pantheon Cayman will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Pantheon, including any and all agreements, covenants, duties and obligations of Pantheon set forth in the Acquisition Agreement.

Business Combination With CCBS; Acquisition Consideration

Immediately following the redomestication, Pantheon Cayman will acquire all of the issued and outstanding ordinary shares of CCBS held by the selling shareholders in exchange for ordinary shares of Pantheon Cayman at a ratio of one ordinary share of Pantheon Cayman for approximately every 2.8 CCBS ordinary shares. The issuance of shares of Pantheon Cayman to the selling shareholders is being consummated on a private placement or offshore basis, pursuant to Section 4(2) of, or in accordance with Regulation S promulgated under the Securities Act of 1933, as amended, as appropriate. As of the date of this proxy statement/ prospectus, shareholders representing 93.94% of the outstanding shares of CCBS have elected to participate in the business combination by becoming selling shareholders in the Acquisition Agreement. Accordingly, the aggregate value of the consideration to be paid by Pantheon in the business combination will be approximately $317.9 million (based on 54,345,104 shares to be issued to the selling shareholders at a market value of $5.85 per share, the most recent closing price of Pantheon’s common stock as of May 28, 2009). This valuation is based on a historical trading price at a time when only approximately 5.7% of Pantheon’s shares were trading publicly and does not take into account any potential dilution that may result from the issuance of the unregistered shares. Following the redomestication and upon consummation of the business combination, Pantheon Cayman will change its name to China Cord Blood Corporation.

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Immediately after the business combination, all stock options of China Stem Cells Holdings Limited, an exempted company incorporated in the Cayman Islands and wholly-owned subsidiary of CCBS, or “CSC”, will be amended such that the options will become exercisable for ordinary shares of Pantheon Cayman and thereafter become substantially equivalent securities of Pantheon Cayman, with each option to purchase one share of CSC becoming an option to purchase 35.73314 ordinary shares of Pantheon Cayman. In addition, pursuant to an earn-out provision in the Acquisition Agreement, Pantheon Cayman has agreed to issue, over a period of three years, warrants exercisable for up to 9,000,000 ordinary shares of Pantheon Cayman to CCBS’s senior management based on the percentage increase in the number of new subscribers during the relevant periods. Each warrant will be exercisable for one ordinary share of Pantheon Cayman at an exercise price equal to the lower of $5.00 and the market price of a Pantheon Cayman share on the date of issuance and has a term of five years. Both the stock option scheme of CSC and the earn-out warrants will be accounted for as compensation to the management team and employees of the combined company rather than as consideration in the Business Combination because the shares issuable under the stock option scheme of CSC and the warrants issuable pursuant to the earn-out provision of the Acquisition Agreement will be issued only to members of the combined company’s management team and employees (and not to the existing CCBS shareholders) and based on their performance as employees of Pantheon Cayman after the Business Combination. It is expected that these will result in the recognition of share-based compensation expense for these warrants as the achievement of performance conditions becomes probable over the performance period.

Pantheon currently has authorized share capital of 26,000,000 shares consisting of 25,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. Pantheon Arizona currently has authorized share capital of 251,000,000 shares consisting of 250,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

Assuming that no additional selling shareholders will be included in the Acquisition Agreement, Pantheon will acquire in the business combination 93.94% of the issued and outstanding shares of CCBS for a consideration of 54,345,104 shares of Pantheon Cayman. In addition, CCBS's current directors and executive officers, who will become directors and executive officers of Pantheon Cayman, and the other participants of the current stock option scheme of CSC have advised CCBS that they intend to exercise their options prior to the completion of the business combination, but which exercises will be contingent on the approval of the Incentive Plan Proposal and therefore assumed by Pantheon on the closing date. As a result, an additional 3,573,314 shares of Pantheon Cayman is expected to be issued to these CSC option holders. Together with the 6,070,387 shares to be issued to Pantheon's current public shareholders as a result of the redomestication, a total of 63,988,805 shares of Pantheon Cayman will be issued and outstanding upon the completion of the business combination, as a result of which Golden Meditech will own approximately 45.4% of Pantheon Cayman, the selling shareholders (excluding Golden Meditech) will own approximately 39.5% of Pantheon Cayman, Pantheon’s current public shareholders will own approximately 7.5% of Pantheon Cayman, Pantheon’s current directors, officers and affiliates will own approximately 2.0% of Pantheon Cayman and the CSC option holders will own approximately 5.6% of Pantheon Cayman. Upon the completion of the business combination, Pantheon Cayman is not expected to become a subsidiary of Golden Meditech.

Pursuant to the Acquisition Agreement, the redomestication will not be consummated unless the business combination is also approved. Similarly, the business combination will not take place unless the redomestication is also approved. Upon consummation of the business combination, Pantheon Cayman will own 93.94% of the issued and outstanding ordinary shares of CCBS (assuming no additional CCBS shareholders become selling shareholders).

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The following diagrams illustrate the corporate structure of Pantheon and CCBS immediately before and after the Acquisition:

Before the Acquisition

After the Acquisition

Conversion Rights

Pursuant to Pantheon’s Certificate of Incorporation, a holder of shares of Pantheon common stock may, if the stockholder affirmatively votes against the business combination, demand that Pantheon convert such shares into cash. Demand may be made by checking the box on the proxy card provided for that purpose and returning the proxy card in accordance with the instructions provided, and, at the same time, ensuring your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled to receive cash for these shares if you continue to hold them through the closing of the business combination.

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In connection with tendering your shares for conversion into cash, you must elect either to physically tender your stock certificates to Pantheon’s transfer agent prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise such holder’s conversion rights. After the business combination was approved, the company would contact such stockholder to arrange for it to deliver its certificate to verify ownership. As a result, the stockholder then had an “option window” after the consummation of the business combination during which it could monitor the price of the stock in the market. If the price rose above the conversion price, it could sell its shares in the open market before actually delivering its shares to the company for cancellation in consideration for the conversion price. Thus, the conversion right, to which stockholders were aware they needed to commit before the stockholder meeting, would become a “put” right surviving past the consummation of the business combination until the converting holder delivered its certificate. The requirement for physical or electronic delivery prior to the special meeting ensures that a converting holder’s election to convert is irrevocable once the business combination is approved. In furtherance of such irrevocable election, stockholders electing to convert will not be able to tender their shares at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Pantheon believes that approximately 80% of its shares are currently held in “street name.” Delivering shares physically may take significantly longer time. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Pantheon’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 and the broker would determine whether or not to pass this cost on to the converting holder. It is Pantheon’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Pantheon does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that do not elect to exercise their conversion rights. Stockholders who request physical stock certificates and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.

Certificates that have not been tendered in accordance with these procedures by the day prior to the special meeting will not be converted to cash. In the event that a stockholder tenders its shares and decides prior to the special meeting that it does not want to convert its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the business combination is not completed, these shares will not be converted to cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the business combination will not be consummated. Pantheon anticipates that a stockholder who tenders shares for conversion in connection with the vote to approve the business combination would receive payment of the conversion price for such shares soon after the completion of the business combination. Pantheon will hold the certificates of stockholders that elect to convert their shares into a pro rata portion of the funds available in the Trust Account until such shares are converted to cash or returned to such stockholders.

While Pantheon has implemented these procedures to address the abuses identified above, it recognizes that some stockholders, due to timing considerations or other factors beyond their control, may be unable to tender their shares prior to the special meeting. In these circumstances, and assuming the other requirements of electing conversion are met (including that the stockholders hold such shares from the record date through tendering them for conversion), Pantheon will allow such conversion requests to be honored up to three weeks following the date of the special meeting in view of the short amount of time stockholders may be deemed to have had to consider the decision to elect conversion. If properly demanded, Pantheon will convert each share of common stock into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the business combination. As of May 28, 2009, this

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would amount to approximately $5.99 per share. If you exercise your conversion rights, you will be exchanging your shares of Pantheon common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you affirmatively vote against the business combination, properly demand conversion, and tender your stock certificate to Pantheon’s transfer agent prior to your vote. If the business combination is not completed, these shares will not be converted into cash. However, if Pantheon is unable to complete the business combination by September 30, 2009 (or if the CCBS business combination is abandoned prior to such date), it will be forced to liquidate and all holders of shares will receive a pro rata portion of the funds available in the Trust Account at the time of the liquidation.

The business combination will not be consummated if the holders of 20% or more of the common stock sold in the IPO (1,150,000 shares or more) exercise their conversion rights. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the IPO) in connection with the Extension Amendment has not changed the percentage of shares that can convert in connection with the business combination.

Recommendations of the Boards of Directors and Reasons for the Acquisition

After careful consideration of the terms and conditions of the Acquisition Agreement, the board of directors of Pantheon has determined that the redomestication, the business combination and the transactions contemplated thereby are fair to and in the best interests of Pantheon and its stockholders. In reaching its decision with respect to the Acquisition and the transactions contemplated thereby, the board of directors of Pantheon reviewed various industry and financial data and the due diligence and evaluation materials provided by CCBS. The board of directors did not obtain a fairness opinion on which to base its assessment. Pantheon’s board of directors recommends that Pantheon stockholders vote:

Interests of Certain Persons in the Acquisition

When you consider the recommendation of Pantheon’s board of directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that Pantheon’s directors and officers have interests in the Acquisition that are different from, or in addition to, your interests as a stockholder.

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In addition, the exercise of Pantheon’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

As of March 31, 2009, there were 6,070,387 shares of Pantheon common stock issued and outstanding. Only Pantheon stockholders who hold shares of record as of the close of business on June 16, 2009 are entitled to vote at the special meeting or any adjournment of the special meeting. Approval of the business combination will require the affirmative vote of the holders of a majority of the shares of Pantheon common stock issued in the IPO present and entitled to vote at the special meeting; provided, however, that if 20% or more of the shares purchased in the IPO vote against approval of the business combination and demand conversion then the Acquisition will not be completed. Abstentions and broker nonvotes will have the same effect as a vote against the approval of the business combination, except that holders who abstain or do not give a voting instruction to their brokers will not be able to convert their shares into a pro rata portion of the Trust Account. As of March 31, 2009, directors, executive officers and affiliates of Pantheon held 1,250,000 shares of common stock (or approximately 20.6% of the outstanding shares of Pantheon common stock).

Holders of Pantheon common stock will not be entitled to any appraisal rights under Delaware corporate law or dissenter rights under Arizona corporate law in connection with the Acquisition. See “Special Meeting of Pantheon Stockholders — Appraisal and Dissenter Rights” below.

Actions That May be Taken to Secure Approval of Pantheon’s Stockholders.

In order to ensure that the Acquisition is approved, Pantheon, CCBS and their respective affiliates may enter into transactions to purchase shares of common stock of Pantheon from stockholders who have indicated their intention to vote against the Acquisition and seek conversion of their shares. Transactions of such nature would only be entered into and effected at a time when the purchasers of such securities or any of their affiliates are not aware of any material nonpublic information regarding Pantheon, CCBS or the Acquisition. Such purchases could result in all or substantially all of Pantheon’s trust fund being expended to pay for such purchases after the Acquisition, which would result in Pantheon Cayman not receiving any working capital from the trust account. No transactions have been entered into as of the date hereof, but these transactions may include:

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In the event that it appeared that the Acquisition would not be consummated at the meeting of Pantheon’s stockholders, such meeting could be postponed (assuming that the postponement proposal was approved by the shareholders and such postponement was not past September 30, 2009, the date on which Pantheon’s corporate existence terminates unless it consummates a business combination) to enter into arrangements similar to the foregoing.

In light of the significant number of shares currently owned by YA Global and Victory Park, Pantheon has approached such stockholders with the intent to determine whether a negotiated repurchase of the shares held by them might be possible and, if so, on what terms. While YA Global and Victory Park have expressed a willingness to negotiate regarding the terms of a repurchase of the shares owned by them, on the basis that all of such shares would be covered by the arrangements, the price per share would approximate the cash value per share based on the amount in Pantheon’s trust account on closing and that certain transaction expenses be borne by Pantheon, the parties have still not reached an agreement on all of the material terms of such transactions. Pantheon will file a Current Report on Form 8-K with respect to any arrangements entered into by Pantheon, CCBS or their respective affiliates which is intended to increase the likelihood that the arrangement and related proposals are approved by Pantheon’s stockholders.

In the event that any purchases of Pantheon’s shares of common stock are made by Pantheon, CCBS or affiliates of either of them after the mailing of this proxy statement to stockholders but prior to the special meeting, Pantheon will file a Current Report on Form 8-K relating to such purchases within four business days of such purchases or otherwise prior to the special meeting. In the event that members of the management team of Pantheon purchase Pantheon’s shares of common stock, such purchasers will also be required to make beneficial ownership filings with the Securities and Exchange Commission. Members of Pantheon management, YA Global and Victory Park have an obligation to disclose changes in their beneficial ownership of Pantheon securities within two business days of any such changes.

Any Pantheon shares purchased by Pantheon will not be considered outstanding for purposes of the extraordinary general meeting and will therefore not be permitted to vote at the meeting. In the event that public shares are purchased by Pantheon, such shares would no longer be deemed to be outstanding for purposes of determining the vote required for the approval of any of the proposals presented at the extraordinary general meeting. Therefore, this would reduce (i) the number of public shares outstanding and entitled to vote on each matter, (ii) the number of shares required to be voted in favor of each proposal. Conversely, if Pantheon’s directors and officers purchased such shares, those shares would still be considered to be outstanding and could be voted in favor of such proposals, reducing the number of shares required to be voted in favor of such proposals by a number of shares equal to those purchased. Neither Pantheon nor its officers or directors purchasing shares would affect the number of shares that could be converted by Pantheon with the Acquisition still being permitted to be consummated.

On June 3 2009, Pantheon was advised by CCBS that all participants of the current stock option scheme of CSC intend to exercise their options immediately prior to the completion of the business combination, but which exercises will be contingent on the approval of the Incentive Plan Proposal and therefore assumed by Pantheon on the closing date. As a result, an additional 3,573,314 shares of Pantheon Cayman are expected to be issued to these CSC option holders on the closing date.

As of March 31, 2009, Pantheon’s initial stockholders, either directly or beneficially, owned and were entitled to vote 1,250,000 shares, or approximately 20.6% of Pantheon’s outstanding common stock. With respect to the Acquisition, Pantheon’s initial stockholders have agreed to vote their respective shares of common stock acquired by them prior to the initial public offering in accordance with the majority of the votes cast by the holders of the shares issued in Pantheon’s initial public offering with respect to the Business

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Combination Proposal and related proposals. Pantheon’s initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the initial public offering in favor of each of the Business Combination Proposal, Redomestication Proposal, Incentive Plan Proposal and the other proposals. They have indicated that they intend to vote their shares “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

Certain U.S. Federal Income Tax Consequences

The merger should qualify as a nontaxable reorganization under applicable U.S. federal income tax principles, and no gain or loss should be recognized by Pantheon stockholders or warrant holders for U.S. federal income tax purposes as a result of their exchange of Pantheon common stock or warrants for the common stock or warrants of Pantheon Arizona.

The conversion also should qualify as a nontaxable reorganization under applicable U.S. federal income tax principles, and no gain or loss should be recognized by Pantheon Arizona stockholders or warrant holders for U.S. federal income tax purposes as a result of their exchange of Pantheon Arizona common stock or warrants for the ordinary shares or warrants of Pantheon Cayman. Pantheon Arizona, however, should recognize gain (but not loss) for U.S. federal income tax purposes as a result of the conversion equal to the excess, if any, of the fair market value of each of its assets over such asset’s adjusted tax basis at the effective time of the conversion. For this purpose, the valuation of Pantheon Arizona’s assets at the time of conversion may take into account a variety of factors, including possibly the fair market value of Pantheon Arizona’s shares immediately prior to the conversion. Since any such gain will be determined based on the value of its assets at that time, the amount of such gain (and any U.S. federal income tax liability to Pantheon Arizona by reason of such gain) cannot be determined at this time. Any U.S. federal income tax liability incurred by Pantheon Arizona as a result of such gain should become a liability of Pantheon Cayman by reason of the conversion.

Pantheon Cayman should not recognize any gain or loss for U.S. federal income tax purposes as a result of the share exchange and certain “anti-inversion” provisions in the Internal Revenue Code of 1986, as amended (the “Code”), should not apply to treat Pantheon Cayman as a U.S. corporation after the conversion and share exchange.

See “Material U.S. Federal Income Tax Consequences” below for further discussion of these tax consequences.

Anticipated Accounting Treatment

The Acquisition will be accounted for in accordance with U.S. generally accepted accounting principles as a capital transaction in substance. Under this method of accounting, Pantheon will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on CCBS comprising the ongoing operations of the combined entity, the senior management and a majority of the board of directors of CCBS will continue as the senior management and majority of the board of directors of the combined company and CCBS shareholders retaining the majority of voting interests in the combined company. In accordance with guidance applicable to these circumstances, the Acquisition will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Acquisition will be treated as the equivalent of CCBS issuing stock and warrants for the net assets of Pantheon, accompanied by a recapitalization. The net assets of Pantheon will be stated at fair value, which is considered to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Acquisition will be those of CCBS.

Regulatory Approvals

The business combination and the other transactions contemplated by the Acquisition Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or “HSR Act,” except for filings with the State of Delaware and the Cayman Islands necessary to effectuate the transactions contemplated by the redomestication and the Acquisition Agreement.

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CCBS SUMMARY FINANCIAL INFORMATION

The following summary consolidated financial data, other than pro forma financial information, have been derived from the audited consolidated financial statements of CCBS as of March 31, 2007 and 2008 and for the years ended March 31, 2006, 2007 and 2008 and the unaudited financial statements of CCBS as of September 30, 2008 and for the six months ended September 30, 2007 and 2008, included elsewhere in this proxy statement/prospectus. The consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States, or “U.S. GAAP.” The consolidated statement of operations and statement of cash flow data for the years ended March 31, 2006, 2007 and 2008 and the six months ended September 30, 2007 and 2008, and CCBS’s consolidated balance sheet data as of March 31, 2007 and 2008 and September 30, 2008 are included elsewhere in this proxy statement/prospectus. The results of operations of CCBS in any period may not necessarily be indicative of the results that may be expected for any future period. See “Risk Factors” included elsewhere in this proxy statement/prospectus. The summary consolidated financial information for those periods and as of those dates should be read in conjunction with those consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCBS” included elsewhere in this proxy statement/prospectus.

		For the year ended March 31,																For the six months ended September 30,
		2006				2007				2008				2008				2007				2008				2008
		RMB				RMB				RMB				$				RMB				RMB				$
		(In thousands except per share and operating data)
Summary statement of operation data:
Revenues			6,032				12,722				233,081				34,328				147,438				81,935				12,067
Gross profit			882				5,087				172,346				25,383				108,553				59,760				8,801
Operating (loss)/income(1)			(24,944	)			(17,038	)			125,403				18,469				85,751				33,735				4,968
Net (loss)/income(2)(3)			(18,059	)			(9,578	)			117,010				17,233				77,262				(12,260	)			(1,806	)
Net (loss)/income attributable per ordinary share, basic			(0.18	)			(0.11	)			0.57				0.08				0.41				(0.15	)			(0.02	)
Net (loss)/income attributable per ordinary share, diluted			(0.18	)			(0.11	)			0.55				0.08				0.40				(0.15	)			(0.02	)
Net income attributable per redeemable ordinary share, basic			—				0.38				1.24				0.18				0.74				0.16				0.02
Net income attributable per redeemable ordinary share, diluted			—				0.38				1.22				0.18				0.73				0.16				0.02
Pro forma net (loss)/income attributable per ordinary share(4), basic			N/A*				(0.08	)			0.73				0.11				0.49				(0.08	)			(0.01	)
Pro forma net (loss)/income attributable per ordinary share(4), diluted			N/A				(0.08	)			0.71				0.10				0.47				(0.08	)			(0.01	)
Summary operating data:
New subscriber sign-ups			6,574				12,347				26,060								9,964				14,789
New donations accepted			1,177				1,412				693								495				227
Total units stored (end of period)(5)			17,147				30,906				58,912								42,618				73,928
Units deposited by subscribers (end of period)(5)			10,975				23,322				49,382								33,286				64,171
Units contributed by donors (end of period)(5)			6,172				7,584				9,530	(6)							9,332				9,757

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		For the year ended March 31,																For the six months ended September 30,
		2006				2007				2008				2008				2007				2008				2008
		RMB				RMB				RMB				$				RMB				RMB				$
		(In thousands)
Impairment loss and other operating expenses			13,457				—				—				—				—				—				—
Share-based compensation expenses			—				2,739				3,191				470				2,051				—				—
Write-back of deferred revenue (included in revenues)			—				—				136,510				20,105				136,510				—				—
Write-back of deferred cord blood processing costs
– included in direct costs			—				—				32,946				4,852				32,946				—				—
– included in operating expenses			—				—				4,219				621				4,219				—				—

		For the year ended March 31,																For the six months ended September 30,
		2006				2007				2008				2008				2007				2008				2008
		RMB				RMB				RMB				$				RMB				RMB				$
		(In thousands except per share data)
Income tax benefit/(expense)			3,179				1,450				(22,202	)			(3,270	)			(13,381	)			(9,173	)			(1,351	)
Basic net (loss)/income attributable per ordinary share			(0.18	)			(0.13	)			0.54				0.08				0.40				(0.16	)			(0.02	)
Diluted net (loss)/income attributable per ordinary share			(0.18	)			(0.13	)			0.52				0.08				0.38				(0.16	)			(0.02	)
Basic net income attributable per redeemable ordinary share			—				0.37				1.21				0.18				0.73				0.15				0.02
Diluted net income attributable per redeemable ordinary share			—				0.37				1.19				0.18				0.72				0.15				0.02

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		For the year ended March 31,																For the six months ended September 30,
		2006				2007				2008				2008				2007				2008				2008
		RMB				RMB				RMB				$				RMB				RMB				$
		(In thousands)
Summary statement of cash flow data:
Net cash provided by operating activities			20,870				43,930				67,980				10,012				24,803				7,980				1,175
Net cash provided by/(used in) investing activities			32,191				(27,350	)			(162,853	)			(23,985	)			(136,408	)			(35,835	)			(5,278	)
Net cash provided by/(used in) financing activities			(53,579	)			144,945				172,002				25,332				176,858				(1,643	)			(242	)

		As of March 31,												As of September 30,
		2007				2008				2008				2008				2008
		RMB				RMB				$				RMB				$
		(In thousands)
Summary balance sheet data:
Cash and cash equivalents			160,997				228,787				33,695				197,422				29,076
Working capital(1)			155,283				236,002				34,758				246,831				36,353
Deferred cord blood processing costs			27,074				—				—				—				—
Total assets			388,717				644,092				94,860				650,114				95,747
Deferred revenue			130,572				86,937				12,804				89,501				13,181
Redeemable ordinary shares			159,185				361,682				53,268				374,475				55,152
Share capital			9,579				9,579				1,411				9,579				1,411
Retained (deficit)/earnings			(42,723	)			48,282				7,111				23,229				3,421
Total shareholders’ equity			91,981				157,758				23,234				139,351				20,523

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SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

In the Acquisition Agreement dated November 3, 2008 (the “Transaction”), Pantheon will issue 54,345,104 shares of common stock to all Selling Shareholders in exchange for 93.94% equity interests in CCBS. The stock purchase transaction will result in shareholders of CCBS obtaining a majority of the voting interests in Pantheon. The Transaction will be accounted for as a capital transaction because it fails to meet the criteria to be considered as a business combination described in Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations” (“SFAS 141R”), which is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Pursuant to SFAS 141R, CCBS is considered the acquirer because it will obtain control of Pantheon as a result of the transaction. The determination was primarily based on CCBS comprising the ongoing operations of the combined entity, the senior management of the combined company and retaining the majority of voting interests. However, because Pantheon, the acquiree, does not meet the definition of a business provided in SFAS 141R, the recognition and measurement provisions of SFAS 141R do not apply. The stock purchase transaction utilizes the capital structure of Pantheon and the assets and liabilities of CCBS are recorded at historical cost. Although CCBS will be deemed to be the acquiring company for accounting and financial reporting purposes, the legal status of Pantheon as the surviving corporation will not change.

SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB 51, is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2008 (that is January 1, 2009 for entities with calendar year ends). The impact of applying SFAS No. 160 has been reflected in the preparation of these unaudited pro forma financial statements.

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. On December 30, 2008, a total of $5,561,686 was distributed from the Trust Account to these shareholders.

We have presented below selected unaudited pro forma consolidated financial information that reflects the result of the Transaction and is intended to provide you with a better picture of what our businesses might have looked like had the Transaction occurred at an earlier date. The consolidated financial information may have been different had the companies actually been combined. The selected unaudited pro forma consolidated financial information does not reflect the effect of asset dispositions, if any, or cost savings that may result from the stock purchase. You should not rely on the selected unaudited pro forma consolidated financial information as being indicative of the historical results that would have occurred had the companies been combined or the future results that may be achieved after the stock purchase.

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The following selected unaudited pro forma consolidated financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements and related notes thereto included elsewhere in this proxy statement/prospectus. The column headed “Assuming Maximum Approval,” as used here and elsewhere in this proxy statement/prospectus, shows per share information based on an assumption that no Pantheon stockholders exercise their conversion rights in connection with the Transaction to receive a pro rata share of the trust fund assets in exchange for their stock. The column headed “Assuming Minimum Approval,” as used here and elsewhere in this proxy statement/prospectus, shows per share information based on an assumption that an additional 19.99% of Pantheon’s Public Shares (5,750,000 shares issued in the IPO) are converted into a pro rata share of the trust fund assets upon consummation of the Transaction.

		Year ended December 31, 2008								Three months ended March 31, 2009
		Assuming Maximum Approval				Assuming Minimum Approval				Assuming Maximum Approval				Assuming Minimum Approval
Revenue		$	26,537,418			$	26,537,418			$	8,157,152			$	8,157,152
Net income			2,157,087				2,008,752				1,641,026				1,637,647
Net income per share – diluted			0.02				0.02				0.02				0.02

		March 31, 2009
		Assuming Maximum Approval				Assuming Minimum Approval
Total assets		$	126,299,049			$	119,418,846
Total liabilities			21,569,985				21,569,985
Shareholders’ equity			99,425,381				92,545,178
Non-controlling interest			5,303,683				5,303,683
Equity			104,729,064				97,848,861

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth selected historical per share information of CCBS and Pantheon and unaudited pro forma combined per share ownership information of CCBS and Pantheon after giving effect to the Acquisition Agreement in which Pantheon will issue 54,345,104 shares of common stock to all Selling Shareholders in exchange for 93.94% equity interest in CCBS. The stock purchase transaction will result in shareholders in CCBS obtaining a majority of the voting interest in Pantheon. The stock purchase transaction will be accounted for as a recapitalization of CCBS.

You should read this information in conjunction with the selected historical financial information, included elsewhere in this proxy statement/prospectus, and the historical financial statements of CCBS and Pantheon and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited CCBS and Pantheon pro forma combined per share information is derived from, and should be read in conjunction with, the Unaudited Pro Forma Combined Financial Information and related notes included elsewhere in this proxy statement/prospectus. The historical per share information was derived from the audited financial statements of CCBS as of and for the years ended March 31, 2006, March 31, 2007 and March 31, 2008 and from the unaudited financial statements of CCBS as of and for the nine months ended December 31, 2008.

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The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of CCBS and Pantheon would have been had the companies been combined or to project the CCBS and Pantheon results of operations that may be achieved after the stock purchase.

Number of shares of common stock assumed to be issued in stock purchase:		CCBS(1)				Pantheon China Acquisition Corp(2)				Combined Company(3)
Assuming maximum approval			54,345,104				6,070,387				60,415,491
			90.0	%			10.0	%			100	%
Assuming minimum approval			54,345,104				4,920,962				59,266,066
			91.7	%			8.3	%			100	%
Net income (loss) per share – historical
Year ended March 31, 2008 – basic		$	0.08
Year ended March 31, 2007 – basic		$	(0.01	)
Year ended March 31, 2006 – basic		$	(0.02	)
Year ended March 31, 2008 – diluted		$	0.08
Year ended March 31, 2007 – diluted		$	(0.01	)
Year ended March 31, 2006 – diluted		$	(0.02	)
Nine months ended December 31, 2008, basic		$	(0.02	)
Nine months ended December 31, 2008, diluted		$	(0.02	)
Year ended December 31, 2008 – basic						$	(0.17	)
Year ended December 31, 2007 – basic						$	0.06
Year ended December 31, 2006 – basic						$	0.00
Year ended December 31, 2008 – diluted						$	(0.17	)
Year ended December 31, 2007 – diluted						$	0.06
Year ended December 31, 2006 – diluted						$	0.00
Three months ended March 31, 2009, basic						$	(0.05	)
Three months ended March 31, 2009, diluted						$	(0.05	)
Net income per share – pro forma – basic
Year ended December 31, 2008:
Maximum approval assumption										$	0.02
Minimum approval assumption										$	0.02
Year ended December 31, 2007:
Maximum approval assumption										$	0.25
Minimum approval assumption										$	0.26
Year ended December 31, 2006:
Maximum approval assumption										$	(0.03	)
Minimum approval assumption										$	(0.03	)
Three months ended March 31, 2009
Maximum approval assumption										$	0.02
Minimum approval assumption										$	0.02
Net income per share – pro forma – diluted
Year ended December 31, 2008:
Maximum approval assumption										$	0.02
Minimum approval assumption										$	0.02
Year ended December 31, 2007:
Maximum approval assumption										$	0.24
Minimum approval assumption										$	0.24
Year ended December 31, 2006:
Maximum approval assumption										$	(0.03	)
Minimum approval assumption										$	(0.03	)
Three months ended March 31, 2009
Maximum approval assumption										$	0.02
Minimum approval assumption										$	0.02
Book value per share March 31, 2008, historical		$	0.19	(4)
Book value per common share December 31, 2008, historical		$	0.18	(4)
Book value per share March 31, 2009, historical						$	4.42
Pro forma – maximum approval assumption – basic										$	1.73
Pro forma – minimum approval assumption – basic										$	1.65

Notes:

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MARKET PRICE INFORMATION

The shares of Pantheon’s common stock, warrants and units are traded on OTCBB, under the symbols “PCQC,” “PCQCW” and “PCQCU,” respectively. Each of Pantheon’s units consists of one share of common stock and two warrants, each to purchase an additional share of Pantheon’s common stock. Pantheon’s units commenced to trade on OTCBB on December 15, 2006. Pantheon’s common stock and warrants commenced to trade separately from its units on January 17, 2007.

The following tables set forth, for the calendar quarter indicated, the quarterly high and low sale prices for Pantheon’s units, common stock and warrants, respectively, as reported on the OTCBB.

		Units								Common Stock								Warrants
		High				Low				High				Low				High				Low
2009:
Second Quarter		$	6.50			$	6.50			$	6.00			$	5.65			$	0.60			$	0.12
First Quarter			6.50				6.50				6.00				5.50				0.40				0.07
2008:
Fourth Quarter			6.20				5.70				5.91				5.67				0.16				0.03
Third Quarter			7.65				5.70				5.89				5.65				0.70				0.04
Second Quarter			7.55				7.00				5.78				5.59				0.92				0.27
First Quarter			7.14				6.50				5.70				5.57				0.70				0.45
2007:
Fourth Quarter			7.10				6.31				5.59				5.50				0.77				0.45
Third Quarter			7.11				6.40				5.60				5.42				0.77				0.53
Second Quarter			7.35				6.80				5.55				5.45				0.90				0.69
First Quarter			7.05				6.45				5.50				5.37				0.85				0.69
2006:
Fourth Quarter			6.25				6.18				N/A				N/A				N/A				N/A

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Acquisition.

Risk Factors Relating to CCBS’s Business

CCBS’s business and financial results may be materially adversely affected as a result of regulatory changes in the cord blood banking industry in China.

CCBS generates substantially all of its revenues by providing its subscribers processing services, which consist of the testing and processing of cord blood units, and storage services, which consist of the storage of cord blood units in its facilities. We sometimes refer the processing services and storage services collectively as “subscription services” in this proxy statement/prospectus. In addition, CCBS is also required by the PRC government to store donated cord blood units donated by the public and offer matching units to patients in need of transplants, which we sometimes refer to as the “matching services” in this proxy statement/prospectus. All of these revenues for the years ended March 31, 2006, 2007 and 2008 and for the six months ended September 30, 2008 were derived in China. Due to the lack of a clear, consistent and well-developed regulatory framework, operation in the cord blood banking industry in China involves significant ambiguities, uncertainties and risks. We cannot assure you that CCBS can continue to operate its business in the same manner for the following reasons:

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If CCBS loses its position as the sole provider of cord blood banking services in its existing markets, its business and prospects may be materially adversely affected.

If all or part of the demand for stem cells is met by matching cord blood units donated by the public to patients in need of transplants, expectant parents may choose not to pay for CCBS’s subscription services, and its business and financial results may be materially adversely affected.

There is no assurance that demand for CCBS’s subscription services will remain at current level for the following reasons:

Any decrease in the demand for CCBS’s subscription services could have a material adverse effect on its business and financial results.

CCBS currently operates its business only in Beijing and Guangdong. As a result of its geographic concentration, a downturn in the local economy of these regions could impair CCBS’s growth and adversely affect its financial results.

Because CCBS operates only in Beijing and Guangdong, its target subscribers are concentrated in these two regions. Due to the lack of geographical diversity of its operations, CCBS may be unable to mitigate the effects of any adverse trends in economic development or disposable income in these two regions. In particular:

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A major growth strategy of CCBS is to focus on penetrating its existing markets in Beijing and Guangdong. Such strategy could be risky, because adverse economic or regulatory developments in one or both of these markets may have a material adverse effect on CCBS’s business, financial condition and results of operations. We cannot assure you that CCBS can maintain or enhance its success rates in attracting new subscribers in the future.

If CCBS fails to expand through strategic acquisitions of cord blood banks in other provincial-level regions, it may not be able to expand its scope of operations or increase its revenues.

According to a policy paper published by the MOH in December 2005, MOH will not issue more than four additional licenses by 2010. The MOH has not made any public announcement regarding the regions in which licenses will be granted. In several regions where CCBS believes cord blood banking licenses may be issued in the near future, however, other cord blood banks are already in the preliminary stages of their applications, and CCBS believes that the relevant DOHs would not be receptive to an expression of interest from another entity, such as CCBS. Therefore, CCBS believes it would have to rely on strategic acquisitions to expand its operations into these regions. Expansion through strategic acquisitions is subject to a number of risks:

CCBS’s future success depends on its ability to increase its target subscription base by expanding its geographical coverage to other provincial-level regions. If CCBS is unable to grow its operations through strategic acquisitions, its business, results of operations and financial condition could be materially and adversely affected.

CCBS may incur significant initial investments to apply for cord blood banking licenses in other provincial-level regions, and if it is unsuccessful, its operating results could be materially adversely affected.

If the MOH decides to grant new cord blood banking licenses in the future in other provincial-level regions, CCBS may attempt to apply for licenses in such regions. Applying for licenses involves a variety of risks:

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CCBS competes with other market players for substantially the same licenses. Increased competition may result in an increase in the average cost per license. There is no assurance that CCBS will be able to acquire new licenses through the application process. If CCBS is unable to successfully acquire the new licenses to be awarded, it may not be able to maintain its market position in the cord blood banking industry. Currently, CCBS is still in an exploration stage and has neither identified any specific locations nor expressed any written interest in constructing a cord blood bank.

CCBS may face unfair competition from competitors with or without licenses in its target markets.

Laws and regulations may not be enforced in a timely manner by competent administrative or judicial organs, and provincial-level DOHs may have different attitudes and therefore have different supervision methods as they interpret the laws and regulations in relation to administration of cord blood banks. Although a decision made by a court in Shanghai demonstrates that operators that conduct cord blood collection and supply activities without licenses will be ordered to shut down by the authorities, we cannot assure you that there will not be competitors without licenses operating in CCBS’s target markets. These competitors may include medical institutions having hematology specialty, general blood stations, frozen banks for biological tissues (i.e. sperm bank), research institutions, and commercial institutions or organizations. Alternatively, there is no assurance that licensed operators in other regions (outside Beijing and Guangdong) will not compete with CCBS in its target markets, or otherwise pose competition for CCBS with other unfair methods. In Beijing and Guangdong where CCBS is currently the sole cord blood banking licensee, CCBS has not been subject to competition from unlicensed competitors or any forms of unfair competition from licensed operators in other regions. However, if the above circumstances occur, CCBS may not be able to obtain timely and effective protection from the government and has to deal with such competitions from such operators, which may result in the loss of the opportunity to explore the potential market, or even a decrease or loss of the existing market demand. Therefore, the operations and financial conditions of CCBS will be adversely affected.

CCBS may not be able to manage its expected growth and enlarged business.

CCBS is currently experiencing a period of significant growth. It anticipates that further expansion will be required in order for CCBS to capitalize on the opportunities available in the cord blood banking industry. Its growth strategy may not be successful for the following reasons:

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CCBS does not know whether its revenues will grow at all or grow rapidly enough to absorb the capital and expenses necessary for its growth. Its limited operating history makes it difficult to assess the extent of capital and expenses necessary for its growth and their impact on CCBS’s operating results. Failure to manage its growth and enlarged business effectively could have a material adverse effect on CCBS’s business, financial condition and results of operations.

CCBS’s prospects may be adversely affected if there are no new developments in medical science to overcome some of the current technical and therapeutic limitations on the use of cord blood in medical treatment.

Cord blood therapy is still at an early stage of development, with the first successful cord blood transplant occurring only in 1988. Cord blood therapy needs to overcome various technical obstacles before it can become an established medical practice. Cord blood therapy currently has the following limitations:

Cord blood therapy may never become an established medical practice. If the perceived utility of cord blood therapy declines, CCBS’s prospects will be materially adversely affected.

The profitability of CCBS’s business is subject to market acceptance of cord blood banking in China.

Growing market acceptance of CCBS’s cord blood banking services is critical to its future success. It is, however, difficult to predict whether CCBS will be successful in generating additional consumer interest and confidence in the value of its services. Cord blood banking is a relatively new precautionary healthcare concept among the Chinese population. To many of CCBS’s target subscribers, its services are novel and represent a departure from conventional healthcare spending. Cord blood banking may be unattractive to some from a costs-and-benefits perspective. CCBS has made substantial capital investments in expanding its operations in Beijing and Guangdong and expect to incur substantial capital investments in its potential markets in the future. If CCBS is unable to penetrate its existing and future markets by attracting new subscribers due to lack of market acceptance of cord blood banking in China, CCBS would not be able to generate profits from its business.

Changes in the cord blood banking industry dynamics and technologies could render CCBS’s services uncompetitive or obsolete, which could cause its revenues to decline.

The cord blood banking industry is evolving and may become increasingly competitive. CCBS believes that a variety of cryopreservation technologies are under development by other companies. Its facilities may be rendered obsolete by the technological advances of others. Other cord blood banks may have better technologies than CCBS for preserving the cord blood units collected upon childbirth to facilitate future harvest of stem cells contained in the cord blood. To effectively compete in the future, CCBS may need to invest significant financial resources to keep pace with technological advances in the cord blood banking industry. Any

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significant capital outlay, however, may adversely affect its profitability because CCBS may not be able to pass the costs onto its existing subscribers.

To remain competitive, CCBS must continue to enhance its infrastructure to keep up with technological developments in the healthcare industry. Failure to respond rapidly to changing technologies could have a material and adverse impact on its performance and cause its revenues to decline.

If CCBS fails to maintain and strengthen its service platform, its new subscriber sign-ups may decline and its growth may be impaired.

A significant portion of CCBS’s sales and marketing activities are conducted by its own direct sales force with the support of its collaborating hospitals. CCBS has collaborative relationships with over 90 major hospitals in each of Beijing and Guangdong. It conducts a significant portion of its sales and marketing activities through these hospitals and relies on them for cord blood collection. CCBS’s ability to maintain and strengthen its relationships with these hospitals is critical to its success and will be affected by the following:

The expansion of CCBS’s service platform is also likely to require a significant investment of financial resources and management efforts, and the benefits, if any, that CCBS gains from such an expansion may not be sufficient to generate an adequate return on its investment. If CCBS fails to do so, its sales could fail to grow or could even decline, and its ability to grow business could be adversely affected.

CCBS’s future results of operations are not comparable to its historical results of operations.

CCBS’s operating results for the years ended March 31, 2006, 2007 and 2008 are not comparable with each other. Similarly, CCBS’s operating results for the six months ended September 30, 2007 and 2008 are not comparable with each other. CCBS generates substantially all of its revenues in the form of a one-time fee charged for its processing services, which we sometimes refer to as the “processing fee” in this proxy statement/prospectus, and an annual fee charged for its storage services, which we sometimes refer to as the “storage fee” in this proxy statement/prospectus. Prior to September 25, 2007, CCBS recognized processing fees on a straight line basis over a course of 18 years, because revenues generated from processing services and storage services were considered as a single accounting unit in accordance with U.S. GAAP, the accounting principles based on which CCBS’s accounts are prepared and presented. In contrast, other than incremental costs directly associated with the delivery of processing services, which were recognized during the same period over which processing fees were recognized, expenses were all recognized as they were incurred. This resulted in timing differences between recognition of revenues and related costs. Mainly as a result of the timing differences, CCBS recorded net losses of RMB18.1 million for the year ended March 31, 2006 and RMB9.6 million for the year ended March 31, 2007. In light of the above, CCBS’s results of operations prior to September 25, 2007 are not indicative of its results of operations after September 25, 2007.

On September 25, 2007, CCBS modified a provision in all subscription contracts to waive penalties chargeable to its subscribers who terminated their contracts prior to the end of 18 years for any reason other than termination in the event of a need for transplants by the subscriber’s child or their family members. Further, all subscription contracts dated after September 25, 2007 no longer require subscribers to pay penalties in the event of early termination. CCBS also commenced the provision of standalone storage services. As

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a result of these changes, since September 25, 2007, CCBS has been able to treat processing fees and storage fees payable under its subscription contracts as separate accounting units and to recognize processing fees upon completion of relevant processing services. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Revenue Recognition.” In light of the above, CCBS’s results of operations prior to September 25, 2007 are not indicative of its results of operations after September 25, 2007.

Because of the changes made on September 25, 2007, CCBS recorded net revenues of RMB147.4 million ($21.7 million) and net income of RMB 77.3 million ($11.4 million) for the six months ended September 30, 2007 and net revenues of RMB233.1 million ($34.3 million) and net income of RMB117.0 million ($17.2 million) for the year ended March 31, 2008, mainly reflecting, a non-recurring adjustment to recognize previously deferred revenues of approximately RMB136.5 million ($20.1 million), deferred processing costs of approximately RMB37.2 million ($5.5 million) and related deferred tax expense of RMB14.9 million ($2.2 million). In the absence of such changes, CCBS’s overall net revenue increase will be in line with the growth of its revenue generated from storage fees. For the years ended March 31, 2006, 2007 and 2008, new subscriber sign-ups were 6,574, 12,347 and 26,060, respectively.

CCBS’s financial condition and results of operations may be materially adversely affected if a significant number of its subscribers terminate their contracts with CCBS prior to the end of a typical contract period of 18 years.

The contracts CCBS entered into with its subscribers are typically for a period of 18 years. The contract period may be shorter than 18 years if the cord blood unit stored with CCBS is needed for transplants by the child or a family member. The contract period may also be shorter than 18 years if its subscribers terminate their contracts with CCBS prior to the end of 18 years for any reason. Since the changes made on September 25, 2007, no penalties will be imposed for early termination. This effectively results in an annual election by CCBS’s subscribers to renew their subscription contracts for storage services, which may result in more of its subscribers terminating the contract prior to the end of 18 years.

In the event of termination by its subscribers prior to the end of 18 years, CCBS is unable to continue to collect storage fees of RMB500 per subscriber on an annual basis. Although CCBS has not experienced early termination by a significant number of its subscribers in the past, there is no guarantee that all of its subscribers will fulfill their contract obligations by continuing to pay storage fees on an annual basis for a period of 18 years. If CCBS experiences early termination by a significant number of its subscribers prior to the end of a typical contract period of 18 years, CCBS will lose revenues from storage fees payable by these subscribers for the remaining contract period. If this occurs, CCBS’s revenues will decrease and its financial condition and results of operations may be materially adversely affected.

CCBS’s limited operating history may not serve as an adequate basis to predict its future prospects and results of operations.

CCBS has a limited operating history. Although Jiachenhong obtained the license for its cord blood bank in September 2002, Jiachenhong was acquired by CCBS’s parent, Golden Meditech, in September 2003 and became a wholly-owned subsidiary of CCBS in July 2005 following a reorganization. Similarly, although Nuoya obtained the license for its cord blood bank in June 2006, Nuoya was acquired by CCBS in May 2007. As such, CCBS has a limited operating history upon which the viability and sustainability of its business may be evaluated. For example, due to the uncertainties associated with government policies in relation to granting cord blood banking licenses in China, CCBS abandoned construction of the two cord blood banks commenced by the former management of Jiachenhong and incurred an impairment loss of RMB13.5 million for the year ended March 31, 2006. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting CCBS’s Financial Condition and Results of Operations — Applying for Cord Blood Banking Licenses.” CCBS cannot assure you that it will not incur losses in the foreseeable future. CCBS’s future prospects should be considered in light of the risks and uncertainties it may face in managing a relatively new healthcare service in China. Some of these risks and uncertainties relate to CCBS’s ability to:

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If CCBS is unsuccessful in addressing any of these risks and uncertainties, its business, financial condition and results of operations would suffer. In particular, as most of its expenses are fixed in the near future or incurred in advance of anticipated revenues, CCBS may not be able to modify its business plan in time to address any shortfall in revenues and profits.

CCBS is exposed to the risk of a deterioration or sudden dramatic decline in its reputation among its target subscribers due to failure in the performance of its cord blood banks.

CCBS’s reputation among clients and the medical community is extremely important to its success. Its future success depends on acknowledging and actively monitoring the concerns of its target subscribers, regulatory agencies, civil society groups and non-government organizations. Failure to take appropriate consideration of legitimate corporate responsibility issues in its day-to-day operations could have a material adverse impact on its reputation and business prospects. In particular:

Any problems with CCBS’s services, if publicized in the media or otherwise, could negatively impact its reputation and the cord blood banking industry in China. Similarly, inappropriate or inadequate communication following a major crisis, such as a major operational incident, breach of law or ethics or leak of market-sensitive confidential information, could quickly and seriously impair its reputation. Depending on the nature of such a major crisis, effective communication may not mitigate serious damage to its reputation and may render CCBS subject to criminal and civil prosecution or class action suits by shareholders and other interested parties. Any of these risks could have a material adverse impact on CCBS’s business.

CCBS treats cord blood units abandoned by its former subscribers as donated property and releases such units to its cord blood inventory available for patients in need of transplants. This practice may subject CCBS to criticism that could damage its reputation.

In addition to subscription services, CCBS accepts and preserves cord blood donated by the general public and deliver matching cord blood units for a fee to patients in need of transplants. For subscribers who cease subscription for CCBS’s services at the end of 18 years or who fail to pay subscription fees, CCBS has the right under the subscription contracts to treat the cord blood units stored as donated property and release such units to its cord blood inventory for patients in need of transplants. Although CCBS has the right to do so, there are so far no cord blood units of CCBS’s subscribers being released to its cord blood inventory. CCBS requires its employees to fully inform all prospective subscribers of this policy, and its subscribers are required to give their consent to this policy when subscribing for CCBS’s services.

In the opinion of CCBS’s PRC counsel, JunZeJun Law Offices, a consent of this nature is enforceable under PRC law. In the event of a dispute relating to the ownership of the cord blood units abandoned by CCBS’s former subscribers, it is possible that a court may rule in favor of CCBS’s former subscribers based on considerations of fairness and equity regardless of the fact that CCBS has contractual rights under the subscription contracts to treat cord blood units abandoned by its former subscribers as donated properties and

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release such units to its cord blood inventory available for patients in need of transplants. If this occurs, CCBS may be forced to return the cord blood units or continue to store the cord blood units for the benefit of subscribers who do not fulfill their payment obligations. If the cord blood units are donated to patients in need of transplants and are no longer available to the newborns or their family members who are in need of transplants, CCBS may be required to pay them substantial monetary damages.

Based on information available to CCBS, treating cord blood units abandoned by former subscribers and releasing such units to cord blood bank inventory available to patients in need of transplants is a common practice followed by cord blood bank operators in China. Nonetheless, CCBS cannot assure you that it will not become the subject of negative publicity resulting from this business practice, whether due to failure by CCBS’s employees to duly notify its potential subscribers of this contract provision, ethical issues underlying this business practice or other reasons. If this business practice receives negative media attention, CCBS’s reputation and its ability to attract new subscriber sign-ups may be materially adversely affected.

CCBS’s insurance coverage may not be sufficient to cover the risks related to its business, and its insurance costs may increase significantly.

CCBS’s cord blood banks and other infrastructure in its facilities are vulnerable to damages or interruption from fire, flood, equipment failure, break-ins, typhoons and similar events. CCBS does not have back-up facilities or a formal disaster recovery plan. Consequently, CCBS could suffer a loss of some or all of the stored cord blood deposits.

Currently, CCBS maintains insurance coverage of RMB2.0 million ($0.3 million) to cover its liabilities arising from collection, testing and processing of cord blood units and an additional RMB130.1 million ($19.2 million) to cover liabilities arising from storage of cord blood units. However, CCBS does not maintain any property insurance policies covering its facilities and vehicles for losses due to fire, earthquake, flood and other disasters, nor does CCBS maintain business interruption insurance. While CCBS believes that it maintains adequate insurance, its business and prospects could nonetheless be adversely affected in the event of problems in its operations, for the following reasons:

Further, CCBS cannot assure you that it will be able to continue to maintain insurance with adequate coverage for liability or risks arising from any of its services on acceptable terms. Even if the insurance is adequate, insurance premiums could increase significantly which could result in higher costs to CCBS. Depending on the development of the industry, certain potential liability may be excluded from coverage under the terms of its insurance policy in the future.

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If PRC regulators order licensed cord blood bank operators in China to cease their fee-based commercial cord blood banking operations, results of operations and liquidity would be materially adversely affected.

Under the Measures for Administration of Blood Stations issued by the MOH, which became effective on March 1, 2006:

The two cord blood banking licenses possessed by CCBS were issued by the relevant provincial-level DOHs after the Measures became effective on March 1, 2006. The cord blood bank operated by Jiachenhong, CCBS’s operating subsidiary in Beijing, obtained the first cord blood banking license in China from the MOH in September 2002. In June 2007, the DOH in Beijing renewed CCBS’s license for an additional three years. All licensed cord blood bank operators in China have been providing fee-based commercial cord blood banking services to fee-paying subscribers in conjunction with cord blood banking services provided to the public. CCBS believes that the MOH and the DOHs in Beijing and Guangdong are aware of its provision of fee-based commercial cord blood banking services in these regions, as they have inspected its cord blood bank facilities from time to time. In addition, CCBS’s license application materials submitted to the DOH in Beijing contained information about its subscription services to subscribers.

Although the above facts indicate that the MOH and the relevant DOHs have been continuously supervising both of CCBS’s cord blood banks, there is a lack of formal clarifications of policies or positions by the MOH and provincial-level DOHs on how they interpret, administer and enforce the regulations in light of the ambiguities under the current regulatory environment. In the event that CCBS becomes prohibited from operating a for-profit subscription business or acting as operator of cord blood banks, CCBS may have to terminate its business or change its business model. Further, if CCBS is required to apply for a special or a separate permit, license or authorization for the provision of such services, it may have to suspend its business to apply for the special or a separate permit, license or authorization. CCBS may be subject to administrative penalties and/or claims for operation without a license. There is no assurance that CCBS will be able to obtain the license. CCBS may be forced to shut down its business if CCBS is unable to obtain the license. Also, there is no assurance that CCBS will be able to apply for and obtain a new approval or license to expand its business. If any of the above circumstances occurs, CCBS’s business and financial condition would be materially adversely affected.

CCBS’s business may be materially adversely affected if it is to be prohibited from providing collection, testing, storage and matching services in connection with cord blood under the Industrial Catalogue Guiding Foreign Investment, or the “Catalogue”.

Prior to December 1, 2007, foreign investment in China was subject to regulation by the Catalogue promulgated in November 2004 by the National Development and Reform Commission, or “NDRC,” and the Ministry of Commerce, or the “MOC.” On October 31, 2007, the NDRC and the MOC revised the Catalogue, which became effective on December 1, 2007. Under the Catalogue promulgated in 2004, there were no prohibitions against investment by foreign enterprises in the cord blood banking industry in China. Under the Catalogue revised in 2007, however, foreign enterprises are prohibited from engaging in stem cell and gene diagnosis and treatment technology development and application. Since the revised Catalogue does not clearly define the scope of such prohibited business, it is uncertain whether it prohibits diagnosis and treatment technology development and application of stem cells only or it prohibits all stem-cell-related technology development and application. Therefore, it is unclear whether CCBS’s cord blood banking services will be construed as a prohibited business under the Catalogue revised in 2007.

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Although the Catalogue revised in 2007 has no retroactive force and foreign enterprises approved to operate in China before their business becomes prohibited under the Catalogue revised in 2007 should be able to continue with their business in accordance with the approval they previously obtained, there is no assurance that such enterprises will continue to be able to renew their licenses in the future if the government authorities consider that renewal of their licenses would contravene the Catalogue revised in 2007. Moreover, CCBS may not be able to obtain necessary approvals for its business expansion or acquisitions from the government authorities under the Catalogue revised in 2007. CCBS also may not be able to extend the operating periods of its existing PRC subsidiaries. Jiachenhong, one of CCBS’s PRC subsidiaries, has an operating period of twenty years which will expire in September 2023. The contracts Jiachenhong currently enters into with its subscribers are typically for a period of 18 years. If Jiachenhong is not able to extend its operating period, its operating period will not cover the period of the contracts entered into by Jiachenhong after September 2005 and it may have to be transferred to domestic investors or go into liquidation upon the expiration of its operating period. If any of the above occurs, CCBS may be required to change its business model or otherwise cease its business operations.

CCBS’s business activities are subject to regulations that may impose significant costs and restrictions.

As the healthcare industry in China is monitored closely by regulatory authorities, CCBS’s operations are constrained in many aspects. In particular:

Regulation of cord blood banking services in China is still evolving and there are uncertainties in relation to the application and interpretation of relevant regulations. CCBS may be required to devote significant time and attention to maintaining its compliance with the applicable requirements, and its compliance costs may increase in future periods.

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Unauthorized use of CCBS’s brand name by third parties may adversely affect its business.

CCBS considers its brand name critical to success. Due to the nature of its business, CCBS does not have any patents, administrative protection or trade secrets covering its use of cord blood collection, processing, storage or retrieval technologies. CCBS’s continued ability to differentiate itself from the other cord blood bank operators and other potential new entrants would depend substantially on its ability to preserve the value of its brand name.

CCBS relies on trademark law, company brand name protection policies, and agreements with its employees, subscribers and business partners to protect the value of CCBS’s brand name. In particular, CCBS has applied to register the “   ” logo as a PRC trademark. However, there can be no assurance that the measures CCBS takes in this regard are adequate to prevent or deter infringement or other misappropriation of its brand name. Among others, CCBS may not be able to detect unauthorized use of its brand name in a timely manner because its ability to determine whether other parties have infringed CCBS’s brand name is generally limited to information from publicly available sources.

In order to preserve the value of its brand name, CCBS may need to take legal actions against third parties. Nonetheless, because the validity, enforceability and scope of trademark protection in the PRC are uncertain and still evolving, CCBS may not be successful in litigation. Further, future litigation could also result in substantial costs and diversion of its resources and could disrupt its business.

CCBS’s strategic partnership with CordLife may not be successful.

In July 2007 and October 2008, CCBS paid an aggregate of A$10.4 million in exchange for shares of CordLife, a company whose shares are listed on the Australian Stock Exchange. Such shares represented 18.9% equity interests in CordLife as of October 24, 2008 and since then, CCBS has one representative in CordLife’s board of seven members and Golden Meditech has another representative. CordLife is a provider of cord blood banking services with operations in Singapore, Australia, Hong Kong, India, Indonesia, the Philippines and Thailand. CordLife is experiencing a period of significant growth and has recently entered into collaborative relationships with several foreign business partners. There are significant risks associated with CordLife’s expansion into developing countries, for it may not have the necessary experience to develop localized versions of its business model and in marketing its services to target subscribers with different demographic characteristics. CCBS may thus be unable to generate satisfactory return on its investment in CordLife.

In addition, CCBS currently has not entered into any strategic arrangement with CordLife. If CCBS fails to establish a long term strategic arrangement with CordLife, CCBS may not be able to generate satisfactory return on its investment and may eventually write off its CordLife investment, resulting in an adverse impact on CCBS’s financial performance.

CCBS’s strategic holdings in CordLife may adversely affect our financial performance.

CCBS continuously reviews and monitors its strategic investment in CordLife. Due to the decline in CordLife’s share price, CCBS reported an unrealized holding loss of RMB10.6 million ($1.6 million) in the year ended March 31, 2008 and the amount was recognized in accumulated other comprehensive loss, as CCBS believed the decline in the share price is temporary. There was a further decline in the share price of CordLife during the six months ended September 30, 2008 and CCBS reported an additional unrealized holding loss of RMB17.0 million ($2.5 million) in the six months ended September 30, 2008. To determine whether the impairment is other-than-temporary, CCBS has considered the reasons for the impairment, the severity and duration of the impairment, business performance of the investee, and the general market condition in the geographic area or industry CordLife operates in. Having considered such factors, CCBS considers the impairment on the CordLife investment was no longer temporary. As a result, total accumulated impairment loss of RMB27.6 million ($4.1 million) as of September 30, 2008 has been recognized in earnings. The share price of CordLife as of March 31, 2009 was below the carrying value of CCBS’s investment in CordLife. Should the share price of CordLife experiences a further significant decline and CCBS believes the impairment is other-than-temporary, the further write-down of investment will have to be recognized in its statement of operations and this will adversely affect CCBS’s financial performance.

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If demand for CCBS matching services is significantly different from its management’s expectations, the valuation of donated cord blood units could be materially impacted, which could affect CCBS financial performance.

A significant portion of CCBS inventories, which consist of cord blood units donated by the public, consists of the handling costs attributable to the testing, processing and preservation of donated cord blood units. The handling costs include direct material costs and direct labor costs incurred in handling of donated cord blood units. CCBS does not capitalize the related overheads of its facilities used to store these units. Donated cord blood units are valued at the lower of cost or market using the weighted average cost method. Since CCBS does not expect to recognize revenue from such inventory within 12 months from the balance sheet date, it classifies donated cord blood units as non-current assets on its balance sheet. The carrying value of CCBS donated cord blood units was RMB26.0 million ($3.8 million) as of March 31, 2008, compared with RMB22.1 million as of March 31, 2007. CCBS management periodically reviews quantities of donated cord blood stored in its banks to determine if a write-down on inventory is necessary based on estimated demand for CCBS matching services and other industry knowledge. CCBS did not record any write-downs on its inventories for the years ended March 31, 2006, 2007 and 2008 and the six months ended September 30, 2008. If demand for CCBS matching services is significantly different from its management’s expectations, the valuation of donated cord blood units could be materially impacted.

As CCBS’s success depends on several key management personnel, its business may be adversely affected if it fails to retain them.

CCBS’s success is highly dependent on the retention of the principal members of its management, scientific and sales personnel. In particular, Ms. Ting Zheng, CCBS’s vice chairperson and chief executive officer, is critical to CCBS’s ability to execute its overall business strategy and will succeed Mr. Yuen Kam as CCBS’s chairperson upon the consummation of the business combination. In addition, several other employees with scientific or other skills are important to the successful development of CCBS’s business. If any of CCBS’s key employees joins a competitor or forms a competing company, it may lose some competitive advantages, and CCBS’s operating results may be adversely affected. As qualified personnel are difficult to attract and retain, CCBS will enter into new service contracts with senior executive officers. These new service contracts will become effective upon the effective time of the business combination. Each contract will be automatically renewed every three years until the death or incapacitation of the senior executive officer unless terminated by either party with notice. Although these contracts contain non-competition clauses, the restrictions imposed by the clauses may not be adequate to prohibit these key management personnel from competing against CCBS after their departure.

If there are any adverse public health developments in China, CCBS’s business and operations may be severely disrupted.

Any prolonged occurrence of avian flu, severe acute respiratory syndrome, or “SARS,” or other adverse public health developments in China or other regions where CCBS has an operation or presence may have a material adverse effect on its business operations. These could include the ability of its personnel to travel or to promote its services within China or at other regions where CCBS has an operation or presence, as well as temporary closure of its facilities. In particular, there have been reports of occurrences of avian flu in various parts of China in recent years, including confirmed human cases. In response, the PRC government has authorized local governments to impose quarantine and other restrictions on movements of people and goods in the event of an epidemic. Any closures or travel or other operational restrictions would severely disrupt CCBS’s business operations and adversely affect its results of operations. CCBS has not adopted any written preventive measures or contingency plans to combat any future outbreak of avian flu, SARS or any other epidemic.

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Risk Factors Relating to Operations in China

Changes in political, economic and legal developments in China may adversely affect CCBS’s business.

As CCBS derives substantially all of its revenues in China and substantially all of its assets and operations are in China, its continued growth would depend heavily on China’s general economic condition. The Chinese economy has grown significantly in recent years, especially after China’s accession to the World Trade Organization, or “WTO,” in 2001. CCBS, however, cannot assure you that the Chinese economy will continue to grow, or that such growth will be steady or in geographic regions or economic sectors to CCBS’s benefit. A downturn in China’s economic growth or a decline in economic condition there may have material adverse effects on CCBS’s results of operations.

Further, CCBS will continue to be affected by the political, social and legal developments of China. Since the late 1970s, the PRC government has introduced a series of economic and political reforms, including measures designed to effectuate the country’s transitioning from a planned economy to a more market-oriented economy. During such economic and political reforms, a comprehensive system of laws were promulgated, including many new laws and regulations seeking to provide general guidance on economic and business practices in China and to regulate foreign investment.

In the past twenty years, the growth of the Chinese economy has been uneven across different geographic regions and different economic sectors. In order to stabilize national economic growth, the PRC government has recently adopted a series of macroeconomic policies. These policies include measures that restrict excessive growth and investment in specific sectors of the economy. CCBS cannot predict the future direction of economic reforms or the effects that any such measures may have on its business, financial condition or results of operations.

Most of CCBS’s revenues are denominated in Renminbi, which is not freely convertible for capital account transactions and may be subject to exchange rate volatility.

CCBS is exposed to the risks associated with foreign exchange controls and restrictions in China, as its revenues are primarily denominated in Renminbi, which is currently not freely exchangeable. The PRC government imposes control over the convertibility of Renminbi into foreign currencies. Under the rules promulgated under the PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and operation-related expenditures, may be made in foreign currencies without prior approval but are subject to procedural requirements. Strict foreign exchange control continues to apply to capital account transactions. These transactions must be approved by or registered with the PRC State Administration of Foreign Exchange, or “SAFE,” and repayment of loan principal, distribution of return on direct capital investment and investments in negotiable instruments are also subject to restrictions. CCBS cannot assure you that it is able to meet all of its foreign currency obligations or to remit profits out of China.

Fluctuation in the value of the Renminbi and of the U.S. dollar may have a material adverse effect on the CCBS investment.

Any significant revaluation of the Renminbi may have a material adverse effect on the U.S. dollar equivalent amount of CCBS’s revenues and financial condition as well as on the value of, and any dividends payable on, its ordinary shares in foreign currency terms. For instance, a decrease in the value of Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent amounts of CCBS’s financial results, the value of your investment in CCBS and the dividends CCBS may pay in the future, if any, all of which may have a material adverse effect on the prices of CCBS’s common shares. As of September 30, 2008, CCBS had cash denominated in U.S. dollars of $10.7 million. Any further appreciation of Renminbi against U.S. dollars may result in significant exchange losses.

Prior to 1994, Renminbi experienced a significant net devaluation against most major currencies, and there was significant volatility in the exchange rate during certain periods. Upon the execution of the unitary managed floating rate system in 1994, the Renminbi was devalued by 50% against the U.S. dollar. Since 1994, the Renminbi to U.S. dollar exchange rate has largely stabilized. On July 21, 2005, the People’s Bank of China announced that the exchange rate of U.S. dollar to Renminbi would be adjusted from $1 to RMB8.27 to $1 to RMB8.11, and it ceased to peg the Renminbi to the U.S. dollar. Instead, the Renminbi would be pegged to a basket of currencies, whose components would be adjusted based on changes in market

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supply and demand under a set of systematic principles. On September 23, 2005, the PRC government widened the daily trading band for Renminbi against non-U.S. dollar currencies from 1.5% to 3.0% to improve the flexibility of the new foreign exchange system. Since the adoption of these measures, the value of Renminbi against the U.S. dollar has fluctuated on a daily basis within narrow ranges, but overall has further strengthened against the U.S. dollar. There remains significant international pressure on the PRC government to further liberalize its currency policy, which could result in a further and more significant appreciation in the value of the Renminbi against the U.S. dollar. The Renminbi may be revalued further against the U.S. dollar or other currencies, or may be permitted to enter into a full or limited free float, which may result in an appreciation or depreciation in the value of the Renminbi against the U.S. dollar or other currencies.

China’s legal system is different from those in some other countries.

China is a civil law jurisdiction. Under the civil law system, prior court decisions may be cited as persuasive authority but do not have binding precedential effect. Although progress has been made in the promulgation of laws and regulations dealing with economic matters, such as corporate organization and governance, foreign investment, commerce, taxation and trade, China’s legal system remains less developed than the legal systems in many other countries. Furthermore, because many laws, regulations and legal requirements have been recently adopted, their interpretation and enforcement by the courts and administrative agencies may involve uncertainties. Sometimes, different government departments may have different interpretations. Licenses and permits issued or granted by one government authority may be revoked by a higher government authority at a later time. Government authorities may decline to take action against unlicensed operators which may work to the disadvantage of licensed operators such as CCBS. The PRC legal system is based in part on government policies and internal rules (some of which may not be published on a timely manner or at all) that may have a retroactive effect. CCBS may even not be aware of its violation of these policies and rules until some time after the violation. Changes in China’s legal and regulatory framework, the promulgation of new laws and possible conflicts between national and provincial regulations could adversely affect CCBS’s financial condition and results of operations. In addition, any litigation in China may result in substantial costs and diversion of resources and management attention.

PRC regulations relating to the establishment of offshore companies by PRC residents may subject CCBS’s PRC resident shareholders to personal liability and limit its ability to inject capital into the PRC subsidiaries, limiting CCBS subsidiaries’ ability to distribute profits to CCBS or otherwise adversely affect CCBS.

On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or “Notice 75,” which became effective as of November 1, 2005. According to Notice 75, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in an onshore enterprise located in the PRC. An amendment to registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company. Moreover, Notice 75 has retroactive effect. As a result, PRC residents who had established or acquired control of offshore companies that had made onshore investments in the PRC before promulgation of Notice 75 were required to complete the relevant registration procedures with the local SAFE branch by March 31, 2006.

To date, CCBS has not received any communications from, or had contact with, the PRC government with respect to Notice 75. Neither does CCBS have information regarding whether its shareholders who may be subject to Notice 75 have made necessary applications, filings and amendments as required under Notice 75. However, CCBS has requested its shareholders and beneficial owners who may be subject to Notice 75 to make the necessary applications, filings and amendments as required under Notice 75 and other related rules. CCBS has advised these shareholders and beneficial owners to comply with the relevant requirements. However, CCBS cannot provide any assurance that all of its shareholders and beneficial owners who may be PRC residents will comply with CCBS’s request to make or obtain any applicable registrations or comply with other requirements required by Notice 75 or other related rules. In addition, certain holders of options to

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purchase ordinary shares of CCBS or non-PRC subsidiaries are Chinese residents. It is unclear under Notice 75 and other related rules whether these option holders would be deemed as CCBS’s beneficial owners for the purposes of these rules as a result of holding these options. The failure or inability of CCBS’s PRC resident shareholders or beneficial owners to make any required registrations or comply with other requirements may subject such shareholders or beneficial owners to fines and legal sanctions and may also limit its ability to contribute additional capital into or provide loans, including cash of Pantheon Cayman, to CCBS’s PRC subsidiaries, limit the ability of CCBS’s PRC subsidiaries to pay dividends or otherwise distribute profits to CCBS, or otherwise adversely affect CCBS.

On January 1, 2007, SAFE promulgated the Detailed Rules for the Implementation of the Measures for the Administration of Individual Foreign Exchange, and the Operating Rules on the Foreign Exchange Administration of the Evolvement of Domestic Individuals in the Employee Stock Ownership Plans and Share Option Schemes of Overseas Listed Companies, or “Circular 78.” Under Circular 78, where the domestic individuals are involved in the employee stock ownership plans or share option schemes of overseas listed companies, such plans or schemes shall be submitted to competent foreign exchange administration authorities for approval. In addition, the PRC employees involved shall declare the progress of such plans or schemes to the administration authorities periodically. Neither CCBS nor its subsidiaries are overseas listed companies. However, CCBS cannot assure you that the option right to purchase the common shares of CCBS or its non-PRC subsidiaries will not be treated by SAFE as the option right to purchase common shares of the overseas listed company. Therefore, there is a possibility that such PRC employees would be subject to Circular 78, or they would be required to go through relevant registration and filing formalities regarding foreign exchange. In the event that SAFE considers the share option schemes involving such PRC employees shall be carried out upon approval, or considers the PRC employees violate the above stipulations, it is possible that the employees, CCBS, its non-PRC subsidiaries or its PRC subsidiaries where such employees are hired will be imposed by administrative penalties.

In addition, the PRC employees involved in the Incentive Plan shall be subject to approval from the competent foreign exchange administration authorities and make the registrations as required under Circular 78. CCBS cannot assure you that the administration authorities would approve the Incentive Plan, or permit such PRC employees to go through the registration procedures. If this occurs, the management, operations and financial conditions of the listed company may be adversely affected.

The discontinuation of any preferential tax treatment currently available to CCBS and the increase in the enterprise income tax in the PRC could in each case result in a decrease in CCBS’s profits and materially and adversely affect its results of operations.

Prior to January 1, 2008, the basic enterprise income tax rate for foreign invested enterprises in the PRC was 33.0%, while the PRC government provided various incentives, including reduced tax rates, to foreign-invested enterprises and domestic companies operating in a national level economic and technological development zone. Jiachenhong is registered and operating in a national level economic and technological development zone, and was entitled to a preferential enterprise income tax rate of 15.0%. In addition, Jiachenhong qualifies for a tax holiday during which it is entitled to an exemption from enterprise income tax for two years commencing from its first profit-making year of operation and a 50% reduction of enterprise income tax for the following three years. In connection therewith, Jiachenhong was fully exempt from income tax in each of the years ended December 31, 2004 and 2005 and has been subject to enterprise income tax at a reduced rate of 7.5% since the year ended December 31, 2006. The tax holiday expired on December 31, 2008. CCBS cannot assure you that Jiachenhong will be able to continue to enjoy its current preferential tax treatments.

On March 16, 2007, the National People’s Congress approved and promulgated a new tax law, the PRC Enterprise Income Tax Law, or “EIT Law,” which took effect on January 1, 2008. Under the new tax law, foreign-invested enterprises and domestic companies are subject to a uniform tax rate of 25%. On December 26, 2007, the State Council issued the Notice of the State Council Concerning Implementation of Transitional Rules for Enterprise Income Tax Incentives, or “Circular 39.” Based on Circular 39, enterprises that enjoyed a preferential tax rate of 15% in accordance with previous laws, regulations and relevant regulatory documents are eligible for a graduated rate increase to 25% over a five-year transition period beginning January 1, 2008. For those enterprises which currently enjoy tax holidays, such tax holidays will continue

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until their expiration in accordance with previous tax laws, regulations and relevant regulatory documents. While the new tax law equalizes the tax rates for foreign-invested enterprises and domestic companies, preferential tax treatment would continue to be given to companies in certain encouraged sectors and to those classified as high and new technology enterprises enjoying special support from the state. Following the effectiveness of the new tax law, the effective tax rate of Jiachenhong may increase, unless Jiachenhong is otherwise eligible for preferential treatment.

On April 14, 2008, the Ministry of Science and Technology, Ministry of Finance and State Administration of Taxation jointly promulgated the Administrative Measures for Determination of High-tech Enterprises, or the “Measures for Determination,” and the annex thereto (i.e. the High and New Technology Fields under the Key Support from the State). Under the Measures for Determination, the “high-tech enterprises” as mentioned in such Measures refer to the resident enterprises in sectors as listed in the High and New Technology Fields under the Key Support from the State, which have been registered for one year or longer within China (excluding Hong Kong, Macao and Taiwan regions), have incessantly devoted to the research and development as well as transformation of technological achievements, have formed their own independent core intellectual property rights and are carrying out business activities on such basis. On July 8, 2008, the Ministry of Science and Technology, Ministry of Finance and State Administration of Taxation further issued the Notice of Promulgation of the Guidelines for Determination and Administration of High-tech Enterprises (the “Guidelines”). Based on such Notice, the qualification for the enterprises which were registered both within and outside national high and new technology industries development zone (including Beijing new technology industries development experimental zone) and were classified as high-tech enterprises prior to the end of 2007 in accordance with previous laws shall remain valid if the validity period of their qualification has not expired, but such enterprises could not continue to enjoy the corresponding preferential tax treatment unless they could be redetermined as high-tech enterprises. Additionally, for high-tech enterprises which were granted tax exemption and reduction treatment for a certain period under previous laws and whose tax holiday has not expired, the abovementioned stipulations of Circular 39 shall continue to apply.

Jiachenhong has been redetermined as a high and new technology enterprise and such status will be valid till December 23, 2011. As a result, Jiachenhong is expected to be subject to a reduced tax rate of 15%. However, we cannot assure you that Jiachenhong will be redetermined as a high and new technology enterprise and thus continue to enjoy preferential tax treatment after December 23, 2011. Any further legislative changes to the tax regime could further increase the enterprise income tax rate applicable to, or provide for other adverse tax treatments for, CCBS’s principal subsidiaries in the PRC, the result of which would have a material adverse effect on CCBS’s results of operations and financial condition. In addition, on August 31, 2007, the Ministry of Finance and the State Administration of Taxation promulgated the Notice Regarding the Issue on Application of Tax Laws by Enterprises. In accordance with such notice, starting from January 1, 2008, enterprises established and registered during the period from March 17, 2007 to December 31, 2007 are required to pay enterprise income taxes at a rate of 25%. Since Nuoya was restructured as a foreign invested enterprise on August 17, 2007, a date that falls within the period from March 17, 2007 to December 31, 2007, Nuoya may be deemed as established during that period in which case it would be required to pay enterprise income tax at a rate of 25% starting from January 1, 2008. Prior to January 1, 2008, Nuoya was subject to enterprise income tax at the standard rate of 33%.

Under the EIT Law, we may be classified as a “resident enterprise” of the PRC. Such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes, although the dividends paid to one resident enterprise from another may qualify as “tax-exempt income.” The implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. The EIT Law and its implementing rules are relatively new and ambiguous in terms of some definitions, requirements and detailed procedures, and currently no official interpretation or application of this new “resident enterprise” classification is available; therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

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If the PRC tax authorities determine that Pantheon Cayman is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, Pantheon Cayman may be subject to enterprise income tax at a rate of 25% on its worldwide taxable income, as well as PRC enterprise income tax reporting obligations. Second, although under the EIT Law and its implementing rules, dividends paid to Pantheon Cayman from its PRC subsidiaries through its sub-holding companies should qualify as “tax-exempt income,” Pantheon Cayman cannot guarantee that such dividends will not be subject to withholding tax. Finally, the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends Pantheon Cayman pays to its non-PRC shareholders and with respect to gains derived by its non-PRC shareholders from transferring Pantheon Cayman shares, if such income is considered PRC-sourced income by the relevant PRC authorities.

If any such PRC taxes apply, a non-PRC shareholder may be entitled to a reduced rate of PRC taxes under an applicable income tax treaty and/or a foreign tax credit against such shareholder’s domestic income tax liability (subject to applicable conditions and limitations). You should consult with your own tax advisors regarding the applicability of any taxes, the effects of any applicable income tax treaties, and any available foreign tax credits.

Changes in PRC government policy on foreign investment in China may adversely affect CCBS’s business and results of operations.

All of CCBS’s PRC subsidiaries are foreign investment enterprises. As CCBS conducts a significant portion of its businesses through foreign investment enterprises in the PRC, it is subject to restrictions on foreign investment policies imposed by the PRC law from time to time. Generally, foreign invested enterprises enjoy more favorable tax treatment in the form of tax incentives and other preferential policies but are subject to more stringent restrictions in their business operations. If CCBS cannot obtain approval from relevant approval authorities to engage in businesses that become restricted or prohibited for foreign investors, it may be forced to sell or restructure the businesses that have become restricted or prohibited for foreign investment. If CCBS is forced to adjust its business portfolio as a result of changes in government policy on foreign investment, its business, financial condition and results of operations would likely be materially adversely affected.

Changes in PRC laws and regulations on labor and employee benefits may adversely affect CCBS’s business and results of operations.

As CCBS conducts a significant portion of its business through its subsidiaries in China, CCBS is subject to PRC laws and regulations on labor and employee benefits. In recent years, the PRC government has implemented policies to strengthen the protection of employees and obligate employers to provide more benefits to their employees. In addition, an employment contract law came into effect in China on January 1, 2008. The PRC employment contract law and related legislations require more benefits to be provided to employees, such as an increase in pay or compensation for termination of employment contracts. As a result, CCBS expects to incur higher labor costs, which would have an adverse impact on its business and results of operations.

The approval of the China Securities Regulatory Commission may be required in connection with this transaction under a recently adopted PRC regulation, and, if required, CCBS cannot currently predict whether it will be able to obtain such approval.

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or “CSRC,” promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, which became effective on September 8, 2006. This regulation, among other things, has certain provisions that purport to require offshore SPVs formed for overseas listing purposes and directly or indirectly controlled by PRC individuals or companies to obtain approval from the CSRC prior to listing their securities on an overseas stock exchange. The application of this new PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement. On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval. CCBS believes,

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based on the advice of JunZeJun Law Offices, its PRC counsel, that although the CSRC generally has jurisdiction over overseas listing of SPVs, it is not necessary to obtain CSRC approval for this transaction because CCBS is not controlled by Chinese legal or natural persons and therefore does not constitute an SPV under the regulation. Since the regulation was promulgated, the PRC government has not issued the implementing rules, and there may be some uncertainties as to how this regulation will be interpreted or implemented. If the CSRC or another PRC regulatory agency subsequently determines that the CSRC approval is required for this transaction, CCBS may face sanctions by the CSRC or other PRC regulatory agencies. If this happens, these regulatory agencies may impose fines and penalties on CCBS’s operations in the PRC, limit its operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this transaction into the PRC, restrict or prohibit payment or remittance of dividends by its PRC subsidiaries, or take other actions that could have a material adverse effect on its business, financial condition, results of operations, reputation and prospects, as well as the trading price of its ordinary shares. The CSRC or other PRC regulatory agencies may also take actions requiring or advising CCBS to halt this transaction.

The regulation also established additional procedures and requirements that could make merger and acquisition activities by foreign investors in China more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In the future, CCBS may grow its business in part by acquiring additional cord blood banks in China. Compliance with the requirements of the regulation to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit CCBS’s ability to complete such transactions, which could affect its ability to expand business.

Risk Factors Relating to Pantheon

We will be forced to liquidate if we cannot consummate a business combination. In the event of a liquidation, our public stockholders will receive less than $6.00 per share and our warrants will expire worthless.

If we are unable to complete a business combination by September 30, 2009 (or if the CCBS business combination is abandoned prior to such date) and are forced to liquidate our assets, the per-share liquidation distribution will be less than $6.00 because of the expenses of the IPO, our general and administrative expenses and the costs of seeking potential business combination candidates. Furthermore, there will be no distribution with respect to our outstanding warrants which will expire worthless if we liquidate as a result of our failure to complete a business combination.

You must tender your Pantheon shares in order to validly seek conversion at the special meeting.

In connection with tendering your shares for conversion, you must elect either to physically tender your stock certificates to Pantheon’s transfer agent or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery ensures that a converting holder’s election to convert is irrevocable once the Business Combination is approved. Any failure to observe these procedures will result in your loss of conversion rights in connection with the vote on the business combination.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

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 and amended this provision in connection thereto, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Sections 280 through 282 of 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

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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, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after September 30, 2009 (or if the CCBS business combination is abandoned prior to such date) and, therefore, we do not intend to comply with those procedures. Because we will not be complying with those procedures, we are required, pursuant to Section 281 of the Delaware General Corporation Law, 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 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 distributing the funds held in the trust to stockholders. We cannot ssure you that we will properly assess all claims that may be potentially brought against us. 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. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

Further, pursuant to the Put and Call Option Agreements entered into by Pantheon, Mark D. Chen, 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, 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 option or if Modern elects not to extend the period of the call options. If Modern does not extend the term of the call options (which it has advised Pantheon it does not intend to extend) and this contractual obligation is not waived by YA Global and Victory Park, then Pantheon will be obligated to liquidate on July 15, 2009. If YA Global and Victory Park agree to waive Pantheon's contractual obligation to liquidate on such date, the Put and Call Option Agreements will be amended by the parties accordingly.

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 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. Furthermore, because we intend to distribute the proceeds held in the Trust Account to our public stockholders promptly after September 30, 2009 (or if the CCBS business combination is abandoned prior to such date), 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.

An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

Our warrants will become exercisable if the business combination is completed, provided, however, that no warrants held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless the common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Because the exemptions from qualification in certain states for resales of warrants and for issuances of common stock by the issuer upon exercise of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance of common stock upon an exercise and the holder will be precluded from exercise of the warrant. At the time that the warrants become exercisable (following our completion of a business combination), we expect to either become listed on a national securities exchange, which would provide an exemption from registration in every state, or we would register the warrants in every state (or seek another exemption from registration in such states). Accordingly, we believe holders in every state will

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be able to exercise their warrants as long as our prospectus relating to the common stock issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. As a result, the warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants if the common stock issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

All of our officers and directors own shares of our common stock and warrants which will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether the business combination is appropriate.

All of our officers and directors own an aggregate 1,155,000 shares of our common stock that were issued prior to the IPO and purchased an aggregate of 2,083,334 insider warrants upon consummation of the IPO. Such individuals have waived their right to receive distributions with respect to those shares upon our liquidation if we are unable to consummate a business combination. As of May 28, 2009, based on a market price of $5.85 per share and $0.29 per warrant, the value of these shares was approximately $6,756,750 and the value of these warrants was approximately $604,167. The shares acquired prior to the IPO, as well as the insider warrants, and any warrants purchased by our officers or directors in the IPO or in the aftermarket will be worthless if we do not consummate a business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting CCBS as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the business combination are appropriate and in our stockholders’ best interest.

We may not obtain an opinion from an unaffiliated third party as to the fair market value of the target business with which we complete a business combination or that the price we are paying for the business is fair to our stockholders from a financial point of view.

We are not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of our net assets. We are also not required to obtain an opinion from such an unaffiliated third party indicating that the price we are paying is fair to our stockholders from a financial point of view unless the target is affiliated with our officers, directors, special advisors, existing stockholders or their affiliates. We do not expect to obtain any such opinion in connection with the business combination. Our stockholders, therefore, will be relying on the judgment of our board of directors, whose collective experience in business evaluations for blank check companies like ours is not significant.

If our common stock becomes subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

If at any time we have net tangible assets of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our common stock may be subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

If our common stock becomes subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.

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Golden Meditech is expected to control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

Assuming that no additional selling shareholders will be included in the Acquisition Agreement, Pantheon will acquire only 93.94% interest in CCBS in the business combination, as a result of which following our completion of business combination, Golden Meditech will own 45.4% of our issued and outstanding shares of common stock. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and Golden Meditech, because of its ownership position following the business combination, will have considerable influence regarding the outcome.

If our management requires holders of our warrants to exercise such warrants on a cashless basis, holders will receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our warrants for redemption after the redemption criteria described elsewhere in this proxy statement/prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise his warrant to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company. Additionally, the value of the shares of common stock received by a holder upon the cashless exercise will be less than the difference between the aggregate value of the shares of common stock and the aggregate exercise price of the warrants held by the holder if the fair market value, for purposes of determining the number of shares of common stock issuable upon a cashless exercise, is less than the market price of the common stock at the time of the notice of redemption.

If our initial stockholders exercise their registration rights with respect to their initial shares, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination.

Our initial stockholders are entitled to make a demand that we register the resale of their initial shares at any time commencing three months prior to the date on which their shares are released from escrow. If our initial stockholders exercise their registration rights with respect to all of their initial shares, then there will be an additional 1,250,000 shares of common stock (or 20.6% of the outstanding common stock) eligible for trading in the public market. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of completing a business combination with the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our common stock.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.

A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment Company Act of 1940. Since we will invest the proceeds held in the trust fund, it is possible that we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities will subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust may be invested by the trust agent only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. By restricting the investment

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of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940.

If we are nevertheless deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions that may make it more difficult for us to complete a business combination, including:

In addition, we may have imposed upon us certain burdensome requirements, including:

Compliance with these additional regulatory burdens would require additional expense for which we have not allotted.

Our directors may not be considered “independent” under the policies of the North American Securities Administrators Association, Inc.

No salary or other compensation will be paid to our directors for services rendered by them on our behalf prior to or in connection with a business combination. Accordingly, we believe our non-executive directors would be considered “independent” as that term is commonly used. Such stock exchanges define “independent” as a person, other than an officer or employee of the company or any parent or subsidiary, having no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Equity ownership of non-executive directors is not relevant to the definition of independence. However, under the policies of the North American Securities Administrators Association, Inc., an international organization devoted to investor protection, because each of our directors own shares of our securities and may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf (such as identifying potential target businesses and performing due diligence on suitable business combinations), state securities administrators could argue that all of such individuals are not “independent.” If this were the case, they would take the position that we would not have the benefit of any independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. Additionally, there is no limit on the amount of out-of-pocket expenses that could be incurred and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which would include persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Although we believe that all actions taken by our directors on our behalf will be in our best interests, whether or not they are deemed to be “independent,” we cannot assure you that this will actually be the case. If actions are taken, or expenses are incurred that are actually not in our best interests, it could have a material adverse effect on our business and operations, and a material adverse effect on the prices of our securities held by public stockholders.

Risk Factors Relating to the Acquisition

Pantheon Cayman will be and CCBS is incorporated in the Cayman Islands and the operating subsidiaries of CCBS are incorporated in China. These jurisdictions may not afford similar investor protection as afforded by jurisdictions in the United States.

Pantheon Cayman’s and CCBS’s corporate affairs are governed by their respective memorandums and articles of association and by the Companies Law (2007 Revision) and the common law of the Cayman Islands. In addition, the operating subsidiaries of CCBS are incorporated in China and governed by the laws of the People’s Republic of China. Investor rights protection and the rights and fiduciary responsibilities of officers and directors under the laws of Cayman Islands and the People’s Republic of China may not be as well established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Therefore, Pantheon Cayman’s shareholders may have more

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difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

Because Pantheon Cayman will be and CCBS is organized under the laws of the Cayman Islands and their management members are located in China, it may be difficult to serve Pantheon Cayman, CCBS or their management members with legal process or enforce judgments against them, their directors or their management.

Pantheon Cayman will be and CCBS is organized under the laws of the Cayman Islands with substantially all of their assets located outside of the United States. Their principal executive offices will be located outside the United States and all of their directors and officers will reside outside the United States. As a result, it may be difficult or impossible for you to bring an action against Pantheon Cayman, CCBS, their directors or their management in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against Pantheon Cayman’s or CCBS’s assets or their directors and officers.

The price of Pantheon Cayman’s ordinary shares may be volatile.

Pantheon Cayman’s ordinary shares will be publicly traded on the OTCBB after the Acquisition. The price of these shares may be volatile, and may fluctuate due to factors such as:

The cord blood banking industry in China has been highly unpredictable and volatile. The market for ordinary shares in this industry may be equally volatile.

Pantheon Cayman cannot assure you that it will pay any dividends and Pantheon Cayman’s dividend policy is subject to change at the discretion of its board of directors.

Following the effective time of the Acquisition, Pantheon Cayman will become a holding company and depend on the ability of CCBS and the operating subsidiaries of CCBS in China to distribute funds to Pantheon Cayman in order to satisfy its financial obligations and to pay dividends, which in turn affects cash available to pay dividends to Pantheon Cayman stockholders. Pantheon Cayman’s dividend policy reflects its judgment that by reinvesting cash flows in its business, it will be able to provide value to its shareholders by enhancing its long-term dividend paying capacity. Pantheon Cayman’s objectives are to increase distributable cash flow per share through the growth of CCBS’s current business, application for new cord blood banking licenses and acquisition of existing licensed cord blood bank operators in China. Pantheon Cayman cannot assure you that it will be successful in achieving these objectives. There can be no assurance that its actual results will be as anticipated, that its board of directors will not increase the level of reserves or otherwise change its dividend policy or that Pantheon Cayman will not have additional cash expenses or liabilities, including extraordinary expenses.

There is no assurance that Pantheon Cayman will be able to distribute or pay dividends in the future. The declaration and payment of any dividend is usually decided by shareholders, with directors having the ability

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to pay interim dividends out of profits and will depend on, among other things, its earnings, financial condition and anticipated cash requirements and availability, additional acquisitions of existing licensed cord blood bank operators, restrictions under the laws of the People’s Republic of China regarding dividend distributions to shareholders, reserves established by its board of directors, increased or unanticipated expenses, a change in its dividend policy, additional borrowings or future issuances of securities and other factors, many of which will be beyond its control. Further, its ability to pay dividends may be limited by the amount of cash it can generate from operations following the payment of fees and expenses and the establishment of any reserves as well as additional factors unrelated to its profitability.

Pantheon and CCBS have incurred and expect to incur significant costs associated with the Acquisition. Whether or not the Acquisition is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Pantheon Cayman if the Acquisition is completed or by Pantheon if the Acquisition is not completed.

Pantheon and CCBS expect to incur significant costs associated with the Acquisition. Whether or not the Acquisition is completed, Pantheon expects to incur approximately $1.4 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Pantheon Cayman if the Acquisition is completed or by Pantheon if the Acquisition is not completed.

Pantheon may waive one or more of the conditions to the Acquisition without resoliciting stockholder approval for the Acquisition.

Pantheon may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Acquisition, to the extent permitted by applicable laws. The board of directors of Pantheon will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the board of directors of Pantheon determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, Pantheon has the discretion to complete the Acquisition without seeking further stockholder approval. For example, it is a condition to Pantheon’s obligations to close the Acquisition that there be no restraining order, injunction or other order restricting CCBS’s conduct of its business, however, if the board of directors of Pantheon determines that any such order or injunction is not material to the business of CCBS, then such the board may elect to waive that condition and close the Acquisition.

Pantheon Cayman may have anti-takeover provisions in its organizational documents that discourage a change of control.

Certain provisions of Pantheon Cayman’s memorandum and articles of association may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by shareholders.

Certain of these provisions provide for:

In addition, Pantheon Cayman will enter into new service contracts with CCBS senior executive officers, namely, Ms. Ting Zheng, Mr. Albert Chen, Dr. Feng Gao, Ms. Yue Deng, Ms. Rui Arashiyama and Ms. Xin

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Xu, which will become effective upon the effective time of the Acquisition. Each contract will be automatically renewed every three years until the death or incapacitation of the senior executive officer unless terminated by either party with notice. If a service contract is terminated by the relevant executive within 30 days following a change of control of Pantheon Cayman, the executive will be entitled to (i) all the salary and guaranteed bonuses actually accrued and payable to him/her; (ii) immediate vesting of all of his/her unvested options; and (iii) a severance payment in the amount of $5 million. The aggregate cost of the severance payments that would become payable at the option of the senior executive officers upon a change of control could discourage acquisition bids for Pantheon Cayman. These anti-takeover provisions could make it more difficult for a third party to acquire Pantheon Cayman, even if the third party’s offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.

Following completion of the business combination, Golden Meditech will own 45.4% of Pantheon Cayman’s issued and outstanding shares of common stock (assuming Pantheon acquires 93.94% of the outstanding shares of CCBS). Pantheon Cayman’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. If there is an annual meeting, as a consequence of Pantheon Cayman’s “staggered” board of directors, only a minority of the board of directors will be considered for election and Golden Meditech, because of its ownership position following the business combination, will have considerable influence regarding the outcome.

There will be a substantial number of Pantheon Cayman’s ordinary shares available for sale in the future that may adversely affect the market price of Pantheon Cayman’s ordinary shares.

Pantheon currently has authorized share capital of 26,000,000 shares consisting of 25,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. Pantheon Arizona currently has authorized share capital of 251,000,000 shares consisting of 250,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

The ordinary shares to be issued in the business combination to the selling shareholders will be subject to lock-up as set forth in the Acquisition Agreement and cannot be sold for six months from the date of the Acquisition. Similarly, the amended options of China Stem Cells Holdings Limited, a wholly-owned subsidiary of CCBS, or “CSC,” will also be subject to lock-up on substantially the same terms and conditions. Assuming that all shareholders of CCBS participate in the business combination so as to receive ordinary shares of Pantheon Cayman and all holders of CSC options convert their options into ordinary shares of Pantheon Cayman after the expiration of the lock-up period, there will then be an additional 61,424,554 ordinary shares that are eligible for trading in the public market. Further, Pantheon Cayman has agreed in the Acquisition Agreement to issue to CCBS’s senior management warrants exercisable for up to 9,000,000 ordinary shares over a three-year period, assuming that certain performance targets are met. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pantheon Cayman’s ordinary shares.

Pantheon Cayman’s working capital will be reduced if Pantheon stockholders exercise their right to convert their shares into cash. This would reduce cash reserves after the Acquisition.

Pursuant to Pantheon’s certificate of incorporation, holders of shares issued in Pantheon’s initial public offering may vote against the business combination and demand that Pantheon convert their shares into cash. Pantheon will not consummate the business combination if holders of 20% or more shares of common stock issued in Pantheon’s initial public offering exercise these conversion rights. To the extent the business combination is consummated and holders have demanded to so convert their shares, there will be a corresponding reduction in the amount of funds available to the combined company following the Acquisition. As of December 31, 2008, assuming the Acquisition Agreement is adopted, the maximum amount of funds that could be disbursed to Pantheon’s stockholders upon the exercise of their conversion rights is approximately $6.9 million, or approximately 23.85% of the funds then held in the Trust Account. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the IPO) in connection with the Extension Amendment has

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not changed the percentage of shares that can convert in connection with the business combination. Any payment upon exercise of conversion rights will reduce cash reserves after the Acquisition.

As a result of the approval of the Extension Amendment, Pantheon’s stockholders may have securities laws claims and Pantheon may incur additional transaction expenses that may deplete the funds in the Trust Account.

Pantheon’s stockholders should be aware that because Pantheon’s IPO prospectus stated that Pantheon would not take any action allowing it to survive for a longer period of time if it did not appear it would be able to consummate a business combination by December 14, 2008 as required by its certificate of incorporation, such stockholders may have securities law claims against Pantheon. Even if you do not pursue such claims, others may do so. The Extension Amendment will also result in Pantheon incurring additional transaction expenses, and may also result in securities law and other claims against Pantheon whose holders might seek to have the claims satisfied from funds in the Trust Account. If adopting the Extension Amendment results in Pantheon incurring material liability as a result of potential securities law claims, the Trust Account could be depleted to the extent of any judgments arising from such claims, together with any expenses related to defending such claims, that are not fully indemnified by Mark D. Chen. A consequence might be that holders of public shares who did not elect conversion at the time of the Extension Amendment vote but elect to convert their shares in connection with the proposed business combination vote will receive a lesser amount in respect to their pro rata share of the trust account.

If the Acquisition is not completed on or before June 30, 2009, certain selling shareholders will have the right to require CCBS redeem their shares.

As of September 30, 2008, CCBS’s issued share capital consisted of 161,898,000 ordinary shares fully paid or credited as fully paid. Included in the 161,898,000 ordinary shares issued and outstanding are 40,898,000 redeemable ordinary shares. Under the terms of the subscription agreements for these redeemable ordinary shares:

As of the date of this proxy statement/prospectus, all of CCBS’s selling shareholders (who hold approximately 93.94% of CCBS’s outstanding shares) have entered into written resolutions, acknowledging that they have authorized this transaction and waived their redemption rights with respect to CCBS’s redeemable ordinary shares through June 30, 2009. If the Acquisition is not completed by June 30, 2009, the authorization and waiver will expire, and some or all of the holders of these redeemable ordinary shares may elect to exercise their redemption rights under the subscription agreements.

CCBS intends to seek approval from the selling shareholders to extend the authorization and the validity of the waiver through September 30, 2009 when it appears likely that the Acquisition cannot be completed by June 30, 2009. There is, however, no guarantee that CCBS will be able to successfully obtain such approval. Assuming redemption of all of the redeemable ordinary shares on June 30, 2009, the amount payable would amount to RMB346.9 million ($51.1 million). The exercise of redemption rights by some or all of the holders of CCBS’s redeemable ordinary shares may result in the complete dissolution of the Acquisition.

The effects of the global financial crisis are far-reaching and difficult to predict.

Since the date of the Acquisition Agreement and the most recent audited financial statements included in this proxy statement/prospectus with respect to both Pantheon and CCBS, the international capital markets have experienced severe volatility and exhibited overall significant declines in prices of equity securities, which events taken in combination with a freezing of international credit markets and lack of availability of

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private capital have led to a near shutdown of private flows of capital. In addition, the alleged fraud perpetrated by Bernard Madoff has exacerbated a lack of confidence in global financial institutions and their oversight.

Government responses to these events have included partial nationalization of certain industries and enterprises, “bail-out” packages intended to provide liquidity to market participants and several high profile acquisitions and bankruptcies. Pantheon’s and CCBS’s ability to consummate the transactions contemplated by the Acquisition Agreement, including Pantheon’s obtaining shareholder approval regarding such transactions, have been materially adversely affected by these events. In addition, the effects of the global financial crisis on the industry and geographic sectors CCBS are just beginning to become apparent and it is impossible to predict the full impact they may have on CCBS, including with respect to its expansion plans and the capital required to implement such strategy.

It is also possible that the transaction structure agreed to by Pantheon and CCBS prior to the global financial crisis may be renegotiated prior to the consummation of the Acquisition. Any such renegotiation would be entered into prior to the distribution of proxy materials to the shareholders Pantheon and appropriate modifications would be made to the disclosure contained herein.

There is a risk that Pantheon Cayman could be treated as a U.S. domestic corporation for U.S. federal income tax purposes after the conversion and share exchange, which could result in significantly greater U.S. federal income tax liability to Pantheon Cayman.

Section 7874(b) of the Code generally provides that a corporation organized outside the United States which acquires, directly or indirectly, pursuant to a plan or series of related transactions substantially all of the assets of a corporation organized in the United States will be treated as a domestic corporation for U.S. federal income tax purposes if shareholders of the acquired corporation, by reason of owning shares of the acquired corporation, own at least 80% (of either the voting power or the value) of the stock of the acquiring corporation after the acquisition. If Section 7874(b) were to apply to the conversion, then Pantheon Cayman, as the surviving entity, would be subject to U.S. federal income tax on its worldwide taxable income following the conversion and share exchange as if Pantheon Cayman were a domestic corporation.

Although Section 7874(b) should not apply to treat Pantheon Cayman as a domestic corporation for U.S. federal income tax purposes, due to the absence of full guidance on how the rules of Section 7874(b) will apply to the transactions contemplated by the conversion and share exchange, this result is not entirely free from doubt. As a result, stockholders and warrant holders are urged to consult their own tax advisors on this issue. See the discussion in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Conversion — Tax Consequences to Pantheon Arizona and Pantheon Cayman.” The balance of this discussion assumes that Pantheon Cayman will be treated as a foreign corporation for U.S. federal income tax purposes.

Pantheon Arizona should recognize gain (but not loss) for U.S. federal income tax purposes as a result of the conversion, which would result in increased U.S. federal income tax liability to Pantheon Arizona.

As a result of the conversion, Pantheon Arizona should recognize gain (but not loss) for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of each of its assets over such asset’s adjusted tax basis at the effective time of the conversion. For this purpose, the valuation of Pantheon Arizona’s assets at the time of conversion may take into account a variety of factors, including possibly the fair market value of Pantheon Arizona’s shares immediately prior to the conversion. Since any such gain will be determined based on the value of its assets at that time, the amount of such gain (and any U.S. federal income tax liability to Pantheon Arizona by reason of such gain) cannot be determined at this time. Any U.S. federal income tax liability incurred by Pantheon Arizona as a result of such gain should become a liability of Pantheon Cayman by reason of the conversion. Stockholders and warrant holders are urged to consult their own tax advisors on this tax issue and other tax issues in connection with the conversion. See the discussion in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Conversion — Tax Consequences to Pantheon Arizona and Pantheon Cayman.”

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There is a risk that Pantheon Cayman will be classified as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. holders of ordinary shares or warrants of Pantheon Cayman.

Pantheon Cayman will be treated as a PFIC for any taxable year in which either (1) at least 75% of its gross income (including the gross income of certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of its assets (including the assets of certain 25% or more-owned corporate subsidiaries) produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets. If Pantheon Cayman were a PFIC for any taxable year during which a U.S. holder held its ordinary shares or warrants, the U.S. holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Based on the expected composition of the assets and income of Pantheon Cayman and its subsidiaries after the conversion and share exchange, we do not anticipate that Pantheon Cayman will be treated as a PFIC following the conversion and share exchange. The actual PFIC status of Pantheon Cayman for any taxable year, however, will not be determinable until after the end of its taxable year, and accordingly there can be no assurance as to the status of Pantheon Cayman as a PFIC for the current taxable year or any future taxable year. U.S. holders of Pantheon’s stock and warrants are urged to consult their own tax advisors regarding the possible application of the PFIC rules. See the discussion in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders of Ordinary Shares and Warrants of Pantheon Cayman — Passive Foreign Investment Company Rules.”

The tax opinion provided to Pantheon Arizona does not provide a “will” level of comfort on the tax issues discussed in the tax disclosure and does not address all tax issues, including those that are dependent on future facts or events.

Loeb & Loeb LLP, as special United States counsel to Pantheon Arizona, has provided an opinion to Pantheon Arizona (which is attached as Exhibit 8.1 to the Registration Statement of which this proxy statement/prospectus forms a part) that, subject to the assumptions, limitations and qualifications stated therein and herein, Loeb & Loeb LLP has confirmed and adopted as its opinion the statements of U.S. federal income tax law as set forth herein under the caption “Material U.S. Federal Income Tax Consequences” (the “tax disclosure”). Because of the absence of guidance directly on point as to how the transactions contemplated by the merger, conversion and share exchange or otherwise discussed in the tax disclosure would be treated for U.S. federal income tax purposes, it is not possible to predict what contrary positions, if any, may be taken by the Internal Revenue Service (“IRS”) or a court considering these tax issues and whether such positions would be materially different from those discussed in the tax disclosure (although the tax disclosure does describe certain possible alternative tax consequences). As a result, the word “should” and not “will” is generally used throughout the tax disclosure in order to indicate a degree of uncertainty concerning these issues that is greater than would be indicated by a “will” level of opinion, but is less than would be indicated by a “more-likely-than-not” level of opinion. In addition, the word “should” is used because the tax disclosure is a general discussion and does not address all tax issues that may be relevant to all stockholders or warrant holders (including those that are subject to special rules under the Code). Moreover, certain tax issues that are discussed in the tax disclosure are dependent on future facts or events, such as whether Pantheon Cayman will be classified as a PFIC for U.S. federal income tax purposes following the merger, conversion and share exchange, and therefore cannot be addressed by a tax opinion. Accordingly, each stockholder and warrant holder is urged to consult its own tax advisor regarding the tax issues discussed in the tax disclosure and how they may relate to the holder’s particular circumstances. See “Material U.S. Federal Income Tax Consequences,” below for further discussion of these issues.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding our disclosure concerning CCBS’s operations, cash flows, financial position, dividend policy and likelihood of success of CCBS’s expansion plans through application for new cord blood banking licenses and acquisitions of existing cord blood bank operators in China.

Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections entitled “Dividend Policy,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of CCBS,” “The Cord Blood Banking Industry in China” and “CCBS Business” The risks and uncertainties include, but are not limited to:

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement/prospectus. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the Securities and Exchange Commission after the date of this proxy statement/prospectus.

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DIVIDEND POLICY

Based on the assumptions and the other matters set forth below and subject to the matters set forth under “Risk Factors,” after consummation of the Acquisition, Pantheon Cayman intends to retain cash flows for reinvestment in its business. Retained cash flows may be used to fund the growth of CCBS’s current business, application for new cord blood banking licenses and acquisition of existing licensed cord blood bank operators in China and the Asia Pacific region, make debt repayments and for other purposes, as determined by Pantheon Cayman’s management and board of directors. Pantheon Cayman’s dividend policy reflects its judgment that by reinvesting cash flows in its business, it will be able to provide value to its shareholders by enhancing its long-term dividend paying capacity. Pantheon Cayman’s objectives are to increase distributable cash flow per share through the growth of CCBS’s current business, application for new cord blood banking licenses and acquisition of existing licensed cord blood bank operators in China. Pantheon Cayman cannot assure you that it will be successful in achieving these objectives.

There is no assurance that Pantheon Cayman will be able to distribute or pay dividends in the future. The declaration and payment of any dividend is usually decided by shareholders, with directors having the ability to pay interim dividends out of profits and will depend on, among other things, its earnings, financial condition and anticipated cash requirements and availability, additional acquisitions of existing licensed cord blood bank operators, restrictions under the laws of the People’s Republic of China regarding dividend distributions to shareholders, reserves established by its board of directors, increased or unanticipated expenses, a change in its dividend policy, additional borrowings or future issuances of securities and other factors, many of which will be beyond its control. Further, its ability to pay dividends may be limited by the amount of cash it can generate from operations following the payment of fees and expenses and the establishment of any reserves as well as additional factors unrelated to its profitability.

The laws of the People’s Republic of China, the laws to which the operating subsidiaries of CCBS in China are subject, impose certain restrictions on dividend distribution. See “Risk Factors — Risk Factors Relating to the Acquisition — Pantheon Cayman cannot assure you that it will pay any dividends and Pantheon Cayman’s dividend policy is subject to change at the discretion of its board of directors.”

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SPECIAL MEETING OF PANTHEON STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus to the Pantheon stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting of Pantheon stockholders to be held on June 29, 2009, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about June 1, 2009 in connection with the vote on the Acquisition Agreement and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held at Loeb & Loeb LLP, 345 Park Avenue, New York, New York, on June 29, 2009, at 9:00 a.m.

Purpose of the Pantheon Special Meeting

At the special meeting, we are asking holders of Pantheon common stock to approve the following proposals:

1. The corporate reorganization of Pantheon, to be accomplished through a merger and conversion and continuation as described in the Acquisition Agreement, that would result in holders of Pantheon securities holding securities in a Cayman Islands exempted company rather than a Delaware corporation. The reorganization involves two steps. First, Pantheon, the current Delaware corporation, will effect a short-form merger, or the merger, pursuant to which it will merge with and into Pantheon Arizona, its wholly-owned Arizona subsidiary, with Pantheon Arizona surviving the “merger”. Second, after the merger, Pantheon Arizona will become a Cayman Islands exempted company, Pantheon Cayman Acquisition Corp., or “Pantheon Cayman”, pursuant to a conversion and continuation procedure under Arizona and Cayman Islands law, following which and upon the consumation of the business combination Pantheon Cayman shall change its name to China Cord Blood Corporation. The reorganization will change Pantheon’s place of incorporation from Delaware to the Cayman Islands. We refer to the merger and the continuation and conversion, or the “conversion”, transactions as the redomestication. This proposal is called the Redomestication Proposal and consists of the merger of Pantheon into Pantheon Arizona, the authorization for the Pantheon Arizona board of directors to complete the conversion and the authorization of the Pantheon Arizona board of directors and shareholders to complete the continuation of Pantheon Arizona to the Cayman Islands as the entity Pantheon Cayman. Holders of Pantheon’s common stock as of the record date, voting as a group, are entitled to vote on the Redomestication Proposal.

2. The authorization for the Pantheon Cayman board of directors to complete the share exchange included in the Acquisition Agreement, or the “share exchange” which will only take place if the Redomestication Proposal is approved. We refer to this transaction as the business combination. This proposal is called the Business Combination Proposal. Only holders of Pantheon’s common stock as of the record date are entitled to vote on the Business Combination Proposal.

3. The adoption of the China Cord Blood Corporation 2009 Share Option Scheme, or the “Incentive Plan”, which provides for the grant of the right to purchase up to 9,062,324 ordinary shares of Pantheon Cayman, representing up to 10.3% of Pantheon Cayman’s share capital on a fully-diluted basis upon the completion of the business combination, to directors, officers, employees and/or consultants of Pantheon Cayman and its subsidiaries. In addition, in voting to approve the adoption of the Incentive Plan, a stockholder will be voting to refresh the limit of shares available for grant under the Incentive Plan, meaning that existing options held by CCBS employees will not be counted against the 9,062,324 options available for grants mentioned above. This proposal is called the Incentive Plan Proposal.

4. The adjournment of the special meeting in the event Pantheon does not receive the requisite stockholder vote to approve the business combination. This proposal is called the Adjournment Proposal.

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Recommendation of Pantheon Board of Directors

Our board of directors:

Record Date; Who is Entitled to Vote

We have fixed the close of business on June 16, 2009, as the “record date” for determining those Pantheon stockholders entitled to notice of and to vote at the special meeting. As of the close of business on May 28, 2009, there were 6,070,387 shares of our common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote per share on each proposal on which such shares are entitled to vote at the special meeting. Holders of warrants are not entitled to vote at the special meeting.

As of March 31, 2009, Pantheon’s initial stockholders, either directly or beneficially, owned and were entitled to vote 1,250,000 shares, or approximately 20.6% of Pantheon’s outstanding common stock. With respect to the Acquisition, Pantheon’s initial stockholders have agreed to vote their respective shares of common stock acquired by them prior to the initial public offering vote in accordance with the majority of the votes cast by the holders of the shares issued in Pantheon’s initial public offering with respect to the Business Combination Proposal and related proposals. Pantheon’s initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the initial public offering in favor of each of the Business Combination Proposal, Redomestication Proposal, Incentive Plan Proposal and the other proposals. They have indicated that they intend to vote their shares “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

Quorum

Stockholders representing a majority of the common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld by the broker. If you do not give the broker voting instructions, under the rules of the OTCBB, your broker may not vote your shares on each of the Business Combination Proposal, Redomestication Proposal, Incentive Plan Proposal and the other proposals. Since a stockholder must affirmatively vote against adoption of the Business Combination Proposal to have conversion rights, individuals who fail to vote or who abstain from voting on the Business Combination Proposal may not exercise their conversion rights. Record holders whose shares are voted against adoption of the Business Combination Proposal and beneficial holders of shares held in “street name” that are voted against the adoption of the Business Combination Proposal may exercise their conversion rights. Please see the information set forth in “Special Meeting of Pantheon Stockholders — Conversion Rights.”

Vote of Our Stockholders Required

The adoption of the business combination will require the affirmative vote of the holders of a majority of the shares of Pantheon common stock issued in the IPO present and entitled to vote at the special meeting; provided, however, that if 20% or more of the shares purchased in the IPO vote against the business combination and demand conversion then the business combination will not be completed. The conversion of

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929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) in connection with the Extension Amendment has not changed the percentage of shares that can convert in connection with the business combination. Abstentions and broker non-votes will have the same effect as a vote against the approval of the business combination, except that you will not be able to convert your shares into a pro rata portion of the Trust Account.

Voting Your Shares

Each share of Pantheon common stock that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the special meeting. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to ensure that your shares of Pantheon common stock are voted at the special meeting:

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE ACQUISITION AGREEMENT (AS WELL AS THE OTHER PROPOSALS) AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF PANTHEON’S INITIAL PUBLIC OFFERING ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE BUSINESS COMBINATION AND DEMAND THAT PANTHEON CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE ACQUISITION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT. IF THE ACQUISITION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, PRIOR TO THE VOTE ON THE ACQUISITION.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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Actions That May be Taken to Secure Approval of Pantheon’s Stockholders.

In order to ensure that the Acquisition is approved, Pantheon, CCBS and their respective affiliates may enter into transactions to purchase shares of common stock of Pantheon from stockholders who have indicated their intention to vote against the Acquisition and seek conversion of their shares. Transactions of such nature would only be entered into and effected at a time when the purchasers of such securities or any of their affiliates are not aware of any material nonpublic information regarding Pantheon, CCBS or the Acquisition. Such purchases could result in all or substantially all of Pantheon’s trust fund being expended to pay for such purchases after the Acquisition, which would result in Pantheon Cayman not receiving any working capital from the trust account. No transactions have been entered into as of the date hereof, but these transactions may include:

In the event that it appeared that the Acquisition would not be consummated at the meeting of Pantheon’s stockholders, such meeting could be postponed (assuming that the postponement proposal was approved by the shareholders and such postponement was not past September 30, 2009, the date on which Pantheon’s corporate existence terminates unless it consummates a business combination) to enter into arrangements similar to the foregoing.

In light of the significant number of shares currently owned by YA Global and Victory Park, Pantheon has approached such stockholders with the intent to determine whether a negotiated repurchase of the shares held by them might be possible and, if so, on what terms. While YA Global and Victory Park have expressed a willingness to negotiate regarding the terms of a repurchase of the shares owned by them, on the basis that all of such shares would be covered by the arrangements, the price per share would approximate the cash value per share based on the amount in Pantheon’s trust account on closing and that certain transaction expenses be borne by Pantheon, the parties have still not reached an agreement on all of the material terms of such transactions. Pantheon will file a Current Report on Form 8-K with respect to any arrangements entered into by Pantheon, CCBS or their respective affiliates which is intended to increase the likelihood that the arrangement and related proposals are approved by Pantheon’s stockholders.

In the event that any purchases of Pantheon’s shares of common stock are made by Pantheon, CCBS or affiliates of either of them after the mailing of this proxy statement to stockholders but prior to the special meeting, Pantheon will file a Current Report on Form 8-K relating to such purchases within four business days of such purchases or otherwise prior to the special meeting. In the event that members of the management team of Pantheon purchase Pantheon’s shares of common stock, such purchasers will also be required to make beneficial ownership filings with the Securities and Exchange Commission. Members of Pantheon management, YA Global and Victory Park have an obligation to disclose changes in their beneficial ownership of Pantheon securities within two business days of any such changes.

Any Pantheon shares purchased by Pantheon will not be considered outstanding for purposes of the extraordinary general meeting and will therefore not be permitted to vote at the meeting. In the event that public shares are purchased by Pantheon, such shares would no longer be deemed to be outstanding for purposes of determining the vote required for the approval of any of the proposals presented at the extraordinary general meeting. Therefore, this would reduce (i) the number of public shares outstanding and entitled to vote

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on each matter, (ii) the number of shares required to be voted in favor of each proposal. Conversely, if Pantheon’s directors and officers purchased such shares, those shares would still be considered to be outstanding and could be voted in favor of such proposals, reducing the number of shares required to be voted in favor of such proposals by a number of shares equal to those purchased. Neither Pantheon nor its officers or directors purchasing shares would affect the number of shares that could be converted by Pantheon with the Acquisition still being permitted to be consummated.

On June 3 2009, Pantheon was advised by CCBS that all participants of the current stock option scheme of CSC intend to exercise their options immediately prior to the completion of the business combination, but which exercises will be contingent on the approval of the Incentive Plan Proposal and therefore assumed by Pantheon on the closing date. As a result, an additional 3,573,314 shares of Pantheon Cayman is expected to be issued to these CSC option holders on the closing date.

As of March 31, 2009, Pantheon’s initial stockholders, either directly or beneficially, owned and were entitled to vote 1,250,000 shares, or approximately 20.6% of Pantheon’s outstanding common stock. With respect to the Acquisition, Pantheon’s initial stockholders have agreed to vote their respective shares of common stock acquired by them prior to the initial public offering in accordance with the majority of the votes cast by the holders of the shares issued in Pantheon’s initial public offering with respect to the Business Combination Proposal and related proposals. Pantheon’s initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the initial public offering in favor of each of the Business Combination Proposal, Redomestication Proposal, Incentive Plan Proposal and the other proposals. They have indicated that they intend to vote their shares “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Advantage Proxy, our proxy solicitor, at (206) 870-8565 or Pantheon at 86-10-85322720.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the adoption of the Acquisition Agreement and the Adjournment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Conversion Rights

Pursuant to Pantheon’s Certificate of Incorporation, a holder of shares of Pantheon common stock may, if the stockholder affirmatively votes against the business combination, demand that Pantheon convert such shares into cash. Demand may be made by checking the box on the proxy card provided for that purpose and returning the proxy card in accordance with the instructions provided, and, at the same time, ensuring your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled to receive cash for these shares if you continue to hold them through the closing of the business combination.

In connection with tendering your shares for conversion into cash, you must elect either to physically tender your stock certificates to Pantheon’s transfer agent prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise such holder’s conversion rights. After the business combination was approved, the company would contact such stockholder to arrange for it to deliver its certificate to verify ownership. As a result, the stockholder then had an “option window” after the consummation of the business combination during which it could monitor the price of the stock in the market. If the price rose above the conversion price, it could sell its shares in the open market before actually delivering its shares to the company for cancellation in consideration for the conversion price. Thus, the conversion right, to which stockholders were aware they needed to commit before the stockholder meeting, would become a “put” right

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surviving past the consummation of the business combination until the converting holder delivered its certificate. The requirement for physical or electronic delivery prior to the special meeting ensures that a converting holder’s election to convert is irrevocable once the business combination is approved. In furtherance of such irrevocable election, stockholders electing to convert will not be able to tender their shares at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Pantheon believes that approximately 80% of its shares are currently held in “street name.” Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Pantheon’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 and the broker would determine whether or not to pass this cost on to the converting holder. It is Pantheon’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Pantheon does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that do not elect to exercise their conversion rights. Stockholders who request physical stock certificates and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.

Certificates that have not been tendered in accordance with these procedures by the day prior to the special meeting will not be converted to cash. In the event that a stockholder tenders its shares and decides prior to the special meeting that it does not want to convert its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the business combination is not completed, these shares will not be converted to cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the business combination will not be consummated. Pantheon anticipates that a stockholder who tenders shares for conversion in connection with the vote to approve the business combination would receive payment of the conversion price for such shares soon after the completion of the business combination. Pantheon will hold the certificates of stockholders that elect to convert their shares into a pro rata portion of the funds available in the Trust Account until such shares are converted to cash or returned to such stockholders.

While Pantheon has implemented these procedures to address the abuses identified above, it recognizes that some stockholders, due to timing considerations or other factors beyond their control, may be unable to tender their shares prior to the special meeting. In these circumstances, and assuming the other requirements of electing conversion are met (including that the stockholders hold such shares from the record date through tendering them for conversion), Pantheon will allow such conversion requests to be honored up to three weeks following the date of the special meeting in view of the short amount of time stockholders may be deemed to have had to consider the decision to elect conversion. If properly demanded, Pantheon will convert each share of common stock into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the business combination. As of May 28, 2009, this would amount to approximately $5.99 per share. If you exercise your conversion rights, you will be exchanging your shares of Pantheon common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you affirmatively vote against the business combination, properly demand conversion, and tender your stock certificate to Pantheon’s transfer agent prior to your vote. If the business combination is not completed, these shares will not be converted into cash. However, if Pantheon is unable to complete the business combination by September 30, 2009 (or if the CCBS business combination is abandoned prior to such date), it will be forced to liquidate and all holders of shares will receive a pro rata portion of the funds available in the Trust Account at the time of the liquidation.

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The business combination will not be consummated if the holders of 20% or more of the common stock (1,150,000 shares or more) exercise their conversion rights. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) in connection with the Extension Amendment has not changed the percentage of shares that can convert in connection with the business combination.

Appraisal and Dissenter Rights

Under applicable Delaware and Arizona corporate law, you do not have appraisal rights or dissenter rights with respect to your shares.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. We and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. Advantage Proxy, a proxy solicitation firm that we have engaged to assist us in soliciting proxies, will be paid its customary fee of approximately $15,000 and out-of-pocket expenses. Such fee will be paid with non-Trust Account funds.

We will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the special meeting.

Pantheon Initial Stockholders

In April 2006, we issued 1,250,000 shares of our common stock to the individuals set forth below for $25,000 in cash, at a purchase price of approximately $0.02 per share, as follows:

Name		Number of Shares		Relationship to Us
Super Castle Investments Limited		350,000		Owner is Pantheon’s Chairman of the Board, Chief Executive Officer and President
Mark D. Chen		242,500		Chairman of the Board, Chief Executive Officer and President
Christina Jun Mu		231,250		Vice President and Director
Kevin Kezhong Wu		231,250		Executive Vice President and Director
Jennifer J. Weng		100,000		Chief Financial Officer and Secretary
Qiang Sean Wang		45,000		Former Special Advisor
Hunter S. Reisner		20,000		Special Advisor
Easton Capital Corp. Defined Benefit Plan		15,000		Trustee is John H. Friedman, a Special Advisor
Francisco A. Garcia		15,000		Special Advisor

The holders of the majority of these shares will be entitled to make up to two demands that we register these shares pursuant to an agreement entered into in connection with the completion of our initial public offering. The holders of the majority of these shares may elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Certain of our officers, directors and special advisors (or their affiliates) purchased 2,083,334 insider warrants (for an aggregate purchase price of approximately $1,250,000) from us. These purchases took place on a private placement basis simultaneously with the consummation of our initial public offering. The insider warrants were priced in excess of their estimated fair value based on what we believe would be the market price for our warrants at the time the common stock and warrants commenced separate trading, based upon the trading prices of similar warrants of other blank check companies. The insider warrants are identical to the warrants underlying the units sold in our initial public offering, 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 such officers, directors and special advisors or their affiliates. Additionally, the purchasers have agreed that the insider warrants will not be sold or transferred by them until after we have completed a business combination.

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THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Acquisition and the principal terms of the Acquisition Agreement among Pantheon, CCBS, Golden Meditech and the selling shareholders, is subject to, and is qualified in its entirety by reference to, the Acquisition Agreement. The full text of the Acquisition Agreement is attached hereto as Appendix A, which is incorporated by reference herein.

General Description of the Business Combination

Redomestication to the Cayman Islands

Pursuant to the Acquisition Agreement, upon stockholder approval, Pantheon will complete a corporate reorganization that would result in holders of Pantheon securities holding securities in Pantheon Cayman, a Cayman Islands company rather than in Pantheon, a Delaware corporation. The reorganization involves two steps. First, Pantheon, the current Delaware corporation, will effect a short-form merger, or the “merger”, pursuant to Section 253 of the General Corporation Law of the State of Delaware in which it will merge with and into Pantheon Arizona, its wholly-owned Arizona subsidiary, with Pantheon Arizona surviving the merger. Second, after the merger, Pantheon Arizona will become Pantheon Cayman, a Cayman Islands company, pursuant to a conversion and continuation, or the “conversion”, procedure under Arizona and Cayman Islands law. The reorganization will change Pantheon’s place of incorporation from Delaware to the Cayman Islands. We refer to the entire two-step transaction as the redomestication.

The redomestication will result in all of Pantheon’s issued and outstanding shares of common stock immediately prior to the redomestication converting into ordinary shares of Pantheon Cayman, and all units, warrants and other rights to purchase Pantheon’s common stock immediately prior to the redomestication being exchanged for substantially equivalent securities of Pantheon Cayman. The shares of Pantheon Cayman will continue to be quoted on the OTCBB or such other public trading market on which its shares may be trading at such time. Pantheon will cease to exist and Pantheon Cayman will be the surviving corporation. In connection therewith, Pantheon Cayman will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Pantheon, including any and all agreements, covenants, duties and obligations of Pantheon set forth in the Acquisition Agreement.

Business Combination With CCBS; Acquisition Consideration

Immediately following the redomestication, Pantheon Cayman will acquire all of the issued and outstanding ordinary shares of CCBS held by the selling shareholders in exchange for ordinary shares of Pantheon Cayman at a ratio of one ordinary share of Pantheon Cayman for approximately every 2.8 CCBS ordinary shares. The issuance of shares of Pantheon Cayman to the selling shareholders is being consummated on a private placement or offshore basis, pursuant to Section 4(2) of, or in accordance with Regulation S promulgated under the Securities Act of 1933, as amended, as appropriate. Assuming that all shareholders of CCBS participate in the business combination, Pantheon Cayman will issue an aggregate of 57,851,240 ordinary shares in the share exchange. As of the date of this proxy statement/prospectus, shareholders representing 93.94% of the outstanding shares of CCBS have elected to participate in the business combination by becoming selling shareholders in the Acquisition Agreement. Accordingly, the aggregate value of the consideration being paid by Pantheon is approximately $317.9 million based on the most recent closing price of $5.85 as of May 28, 2009, and consists of 54,345,104 shares being issued to the selling shareholders. This valuation is based on a historical trading price at a time when only approximately 5.7% of Pantheon’s shares were trading publicly and does not take into account any potential dilution that may result from the issuance of the unregistered shares. Following the redomestication and upon consummation of the business combination, Pantheon Cayman will change its name to China Cord Blood Corporation.

Immediately after the business combination, all stock options of China Stem Cells Holdings Limited, an exempted company incorporated in the Cayman Islands and wholly-owned subsidiary of CCBS, or “CSC”, will be amended such that the options will become exercisable for ordinary shares of Pantheon Cayman and thereafter become substantially equivalent securities of Pantheon Cayman, with each option to purchase one share of CSC becoming an option to purchase 35.73314 ordinary shares of Pantheon Cayman. In addition, pursuant to an earn-out provision in the Acquisition Agreement, Pantheon Cayman has agreed to issue, over a period of three years, warrants exercisable for up to 9,000,000 ordinary shares of Pantheon Cayman to CCBS’s senior management based on the percentage increase in the number of new subscribers during the

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relevant periods. Each warrant will be exercisable for one ordinary share of Pantheon Cayman at an exercise price equal to the lower of $5.00 and the market price of a Pantheon Cayman share on the date of issuance and has a term of five years. Both the stock option scheme of CSC and the earn-out warrants will be accounted for as compensation to the management team and employees of the combined company rather than as consideration in the Business Combination because the shares issuable under the stock option scheme of CSC and the warrants issuable pursuant to the earn-out provision of the Acquisition Agreement will be issued only to members of the combined company’s management team and employees (and not to the existing CCBS shareholders) and based on their performance as employees of Pantheon Cayman after the business combination. It is expected that these will result in the recognition of share-based compensation expense for these warrants as the achievement of performance conditions becomes probable over the performance period.

Pantheon currently has authorized share capital of 26,000,000 shares consisting of 25,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. Pantheon Arizona currently has authorized share capital identical of 251,000,000 shares consisting of 250,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

Following the business combination there will be a total of 67,494,941 (or 63,988,805 assuming Pantheon acquires 93.94% of the CCBS shares) shares of Pantheon Cayman issued and outstanding. Assuming that no additional selling shareholders will be included in the Acquisition Agreement, Pantheon will acquire in the business combination 93.94% of the issued and outstanding shares of CCBS for a consideration of 54,345,104 shares of Pantheon Cayman. In addition, CCBS's current directors and executive officers, who will become directors and executive officers of Pantheon Cayman, and the other participants of the current stock option scheme of CSC have advised CCBS that they intend to exercise their options prior to the completion of the business combination, but which exercises will be contingent on the approval of the Incentive Plan Proposal and therefore assumed by Pantheon on the closing date. As a result, an additional 3,573,314 shares of Pantheon Cayman is expected to be issued to these CSC option holders. Together with the 6,070,387 shares to be issued to Pantheon's current public shareholders as a result of the redomestication, a total of 63,988,805 shares of Pantheon Cayman will be issued and outstanding upon the completion of the business combination, as a result of which Golden Meditech will own approximately 45.4% of Pantheon Cayman, the selling shareholders (excluding Golden Meditech) will own approximately 39.5% of Pantheon Cayman, Pantheon’s current public shareholders will own approximately 7.5% of Pantheon Cayman, Pantheon’s current directors, officers and affiliates will own approximately 2.0% of Pantheon Cayman and the CSC option holders will own approximately 5.6% of Pantheon Cayman. Upon the completion of the business combination, Pantheon Cayman is not expected to become a subsidiary of Golden Meditech.

Pursuant to the Acquisition Agreement, the redomestication will not be consummated unless the business combination is also approved. Similarly, the business combination will not take place unless the redomestication is also approved. Upon consummation of the business combination, Pantheon Cayman will own 93.94% of the issued and outstanding ordinary shares of CCBS (assuming no additional CCBS shareholders become selling shareholders).

Background of the Business Combination

The terms of the Acquisition Agreement are the result of negotiations between representatives of Pantheon and CCBS. The following is a brief discussion of the background of these negotiations, the Acquisition and related transactions.

Pantheon 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 PRC.

On December 20, 2006, Pantheon consummated its initial public offering and a private placement and received an aggregate of $35,750,000 (including $345,000 underwriting discounts and commissions payable to the underwriters in the initial public offering which is being deferred by them until Pantheon consummates a business combination), consisting of (i) gross proceeds of $34,500,000 from the public offering of 5,750,000 units, each consisting of one share of common stock and two warrants each exercisable for an

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additional share of common stock at a price of $5.00, at $6.00 per unit; and (ii) gross proceeds of $1,250,000 from the private placement of Insider Warrants at $0.60 per warrant.

As a result of the global financial crisis, Pantheon and Golden Meditech determined in November 2008, subsequent to entering into the Acquisition Agreement, that while it might be possible for Pantheon to seek an extension to the deadline by when it must complete a business combination, it would be necessary to acquire the shares held by a limited number of Pantheon’s largest shareholders in order to avoid the proposal being voted down. To achieve this, Pantheon discussed its options with Rodman & Renshaw LLC (“Rodman”), a financial intermediary, and on December 10, 2008, Pantheon and Mark D. Chen entered into a Put and Call Option Agreement with Modern Develop Limited and YA Global and a separate Put and Call Option Agreement with Modern Develop Limited and Victory Park. Modern Develop Limited, YA Global and Victory Park are all independent third parties. YA Global and Victory Park acquired from several of Pantheon’s largest stockholders 4,547,399 shares of common stock of Pantheon in the aggregate, through negotiated private transactions brokered by Rodman, at approximately $5.97 per share. Pantheon believes that the purchase prices reflected a $0.00 to $0.03 discount (varying from seller to seller) on the anticipated $5.97 per share liquidation amount, depending on, among other things, when the shares where transferred, the seller’s cost of capital and how long the liquidation of Pantheon would have been expected to take. Under the agreements with Pantheon’s selling stockholders, Pantheon’s representatives were granted such selling stockholders’ irrevocable proxy in voting for the Extension Amendment.

Pursuant to the Put and Call Option Agreements, Modern has the right to purchase an aggregate of 4,547,399 shares of common stock of Pantheon (representing approximately 79.09% of the shares sold in the initial public offering) from YA Global and Victory Park at an exercise price of $5.97 per share. Modern’s call options have an initial term commencing on the date of the Put and Call Option Agreements and ending on June 30, 2009, and may be extended to September 30, 2009 or on the record date of a business combination if not exercised sooner. Modern paid an option fee of $2,501,070 in the aggregate for the initial term and in the event Modern elects to extend the call options it will be required to pay an additional extension option fee of $1,931,280 in the aggregate to YA Global and Victory Park, in each case pro rata to the number of shares held by the two investors. The option fee of $2,501,070 in the aggregate for the initial term is equivalent to approximately $0.55 per share. If Modern chooses to exercise its call option on or before June 30, 2009, Modern will pay a total of $29,649,042 for the 4,547,399 shares which is equivalent to approximately $6.52 per share. If Modern chooses to pay an additional extension option fee of $1,931,280 (which is equivalent to approximately $0.42 per share) and exercise the call options during the extension period, Modern will pay a total of $31,580,322 for the 4,547,399 shares or $6.94 per share. Due to the fact that none of YA Global, Victory Park nor Modern are obligated to vote in favor of the Redomestication or Business Combination, stockholders should not view these arrangements as indicative that the Redomestication or Business Combination will be approved, although such arrangements were intended to ensure approval of an extension to the deadline by when Pantheon had to complete a business combination and enable potential long term investors in CCBS the opportunity to consider investing in the business by approving the business combination as a stockholder of Pantheon. The percentage of the IPO shares remaining outstanding subject to the Put and Call Option Agreements is, however, approximately 94.3%, which correspondingly gives each of YA Global, Victory Park or Modern (to the extent it exercises its call option with YA Global or Victory Park) the ability to block the Redomestication and Business Combination should any of them seek to convert more than 1,149,999 of the shares subject to the Put and Call Option Agreements, and only 272,988 IPO shares remain outstanding that are not subject to such agreements. On June 2, 2009, Modern advised Pantheon and CCBS that it does not intend to pay the additional extension option fee to extend the options pursuant to the Put and Call Option Agreements. As of the date of this proxy statement/prospectus, Modern has not exercised its options under the Put and Call Option Agreements. As a result, Pantheon, CCBS and Golden Meditech are seeking alternatives to consummate the acquisition of CCBS by Pantheon, including a repurchase of shares currently held by YA Global and Victory Park by Pantheon.

Pursuant to the Put and Call Option Agreements, Pantheon has agreed to effect a liquidation in accordance with Delaware law in the event the business combination is abandoned prior to the exercise of the call options or if Modern elects not to extend the period of the call options. If Modern does not extend the term of the call options (which it has advised Pantheon it does not intend to extend) and this contractual obligation is

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not waived by YA Global and Victory Park, then Pantheon will be obligated to liquidate on July 15, 2009. If YA Global and Victory Park agree to waive Pantheon's contractual obligation to liquidate on such date, the Put and Call Option Agreements will be amended by the parties accordingly.

On December 14, 2008, Pantheon, following approval by its stockholders, amended its certificate of incorporation (the “Extension Amendment”), 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. A total of 929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) were converted in connection with the shareholder approval of the Extension Amendment.

Pantheon’s stockholders should be aware that because Pantheon’s IPO prospectus stated that Pantheon would not take any action allowing it to survive for a longer period of time if it did not appear it would be able to consummate a business combination by December 14, 2008 as required by its certificate of incorporation, such stockholders may have securities law claims against Pantheon. Even if you do not pursue such claims, others may do so. The Extension Amendment will also result in Pantheon incurring additional transaction expenses, and may also result in securities law and other claims against Pantheon whose holders might seek to have the claims satisfied from funds in the trust account. If adopting the Extension Amendment results in Pantheon incurring material liability as a result of potential securities law claims, the trust account could be depleted to the extent of any judgments arising from such claims, together with any expenses related to defending such claims, that are not fully indemnified by Mark D. Chen. A consequence might be that holders of public shares who did not elect conversion at the time of the Extension Amendment vote but elect to convert their shares in connection with the proposed business combination vote will receive a lesser amount in respect to their pro rata share of the trust account.

The shares of Pantheon’s common stock, warrants and units are traded on the OTCBB, under the symbols “PCQC,” “PCQCW” and “PCQCU,” respectively. Each of Pantheon’s units consists of one share of common stock and two warrants, each to purchase an additional share of Pantheon’s common stock. Pantheon’s units commenced to trade on the OTCBB on December 15, 2006. Pantheon’s common stock and warrants commenced to trade separately from its units on January 17, 2007. Following consummation of the business combination, Pantheon Cayman intends to apply to list the Pantheon Cayman securities on the NYSE, or elsewhere at an appropriate time.

Background of Transaction

Promptly after Pantheon’s IPO in December 2006, the officers and directors of Pantheon commenced the process of sourcing potential business combination targets. The board of Pantheon established a list of criteria for screening for potential targets, including:

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The Pantheon team reached out to a large number of business contacts that it believed might refer potential targets to Pantheon, including individuals known to the Pantheon team as knowledgeable about deals in the marketplace, financial advisory firms specialized in deal flow sourcing or advising companies in fund raising or financial transactions, senior business executives, professional investment managers and private equity investment funds.

Between the closing of the IPO of Pantheon and August 2008, Pantheon received leads and reviewed a total of more than 150 potential business combination candidates. These candidates are engaged in a wide range of industry sectors, including retail, manufacturing of consumer products, light manufacturing, natural resource, energy, education, business services, consumer services, technology, telecommunications, agriculture products production and processing, media and advertising, healthcare, hospitality and lodging, logistics and transportation and heavy industrial manufacturing. Most of these reviews were done on a preliminary basis, and did not progress towards a substantive discussion of terms of a potential transaction with Pantheon. Depending on the candidate involved, these companies were deemed unsuitable as a business combination target with Pantheon for various reasons, including but not limited to, the target not meeting Pantheon’s criteria as described above or lack of interest on the part of the candidate to pursue further discussions with Pantheon.

Out of the candidates that Pantheon has reviewed, Pantheon moved forward with substantive discussions beyond the level of an initial proposal, including conducting substantial due diligence and preliminary discussions of terms of transactions, with 22 of such candidates. These candidates were in following different industry sectors: consumer product manufacturing and distribution, retail and distribution, media & advertising, real estate developer, hotel and lodging, food and agriculture, and transportation, energy, healthcare, IT services, electronic product manufacturing, heavy industrial manufacturing, and light industrial manufacturing. Of these 22, three candidates progressed into even further due diligence work by Pantheon, together with preliminary discussions of principal deal terms and negotiations towards a potential business combination. However, Pantheon did not proceed forward with these candidates due to a combination of factors, including, among other factors, the candidates were not capable of producing US GAAP audited financial statements in a timely fashion, and that Pantheon and the candidates could not reach consensus on legal and business terms on the definitive merger agreements, as more fully described below.

The first was a ship building company that Pantheon initially met with in March 2007. Pantheon and the candidate entered into a non-binding letter of intent and Pantheon proceeded with due diligence on the candidate itself and its industry sector more generally. Pantheon terminated the discussion when it became clear to Pantheon that the candidate was not yet ready to proceed with the required audit process and that the middle-to-long term outlook for that industry segment was uncertain.

The second company was a retail and distribution company that Pantheon initially contacted in January 2007. Pantheon and the candidate entered into a non-binding letter of intent and proceeded with due diligence. After extended negotiation with the target regarding deal structuring, the negotiation was terminated because the complexity of the transaction might lead to the financial effects of the transaction being unacceptable to the major shareholders of the candidate.

The third company was a food production company that Pantheon met initially in October 2007. Pantheon conducted initial due diligence work on the target and then entered into a non-binding letter of intent, proceeding simultaneously with a significant due diligence effort on the candidate itself and its industry sector, as well as commencing structuring discussions and negotiation for a definitive merger agreement. During the course of the summer of 2008, the parties had several negotiating sessions while the candidate’s business sector experienced significant volatility in demand and pricing. Pantheon and the candidate renegotiated the terms of the proposed transaction from time to time to accommodate such changes in the business fundamentals, but were unable to reach agreement. Eventually, when the two sides were attempting to reach a mutually satisfactory consensus on terms, negotiation with CCBS began in late August 2008, which yielded more favorable terms for Pantheon, leading it to break off discussions with the food production company.

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Background of Discussion With CCBS

The discussion was initiated by Mr. Chen on July 7, 2008. Mr. Chen and Mr. Yuen Kam, the Chairman of Golden Meditech, had known each other socially prior to the discussion. Golden Meditech is the controlling shareholder of CCBS. Mr. Chen reached out to Mr. Yuen Kam to inquire if he was aware of any suitable company with which Pantheon could do a business combination. Mr. Chen, however, was not previously aware of Golden Meditech’s intention to separately list CCBS or seek a transaction involving the merger of CCBS with a SPAC.

From Golden Meditech’s standpoint, the business combination would be in the best interests of its shareholders and CCBS’s shareholders. By acquiring a separate listing, CCBS would have more access to various funding opportunities for future business development and expansion. By becoming a U.S. reporting company, CCBS would increase its transparency to investors through its compliance with periodic disclosure requirements and enhance its reputation through its compliance with the required standards on internal control on financial reporting. It would also help improve the ability of CCBS to attract and retain highly qualified professionals in the future. CCBS’s ability to raise additional funds for its own needs would enable Golden Meditech to concentrate its efforts on raising funds for the development of its remaining business. Through a separating listing, the value of CCBS could be more visible and easily distinguished from that of Golden Meditech. Given that the cord blood banking business is more familiar to U.S. investors than Hong Kong investors, the business combination would enable CCBS obtain a better valuation, which in turn will enhance the value of Golden Meditech shareholders.

Mr. Kam explained the rationale from Golden Meditech’s standpoint, and Mr. Chen commenced the initial due diligence in relation to a potential transaction. Mr. Chen performed preliminary due diligence on Golden Meditech, CCBS, and the cord blood industry in China. On July 14, 2008, Mr. Chen provided to Golden Meditech a basic term structure that Pantheon believed to be feasible, which included a proposed valuation of $327 million for 100% a equity interest in CCBS (to consist of $277 million in Pantheon ordinary shares, and $50 million in cash to be paid at a later time after the closing of the transaction). Mr. Chen also proposed in the initial term structure that, upon the consummation of the business combination, Pantheon will be redomesticated from Delaware to Cayman Islands. The board will consist of five members, two of which will be appointed by Pantheon as independent non-executive directors and one of which will be selected among the existing board members of CCBS. The board members appointed by Pantheon will be the chairman of the remuneration committee and nomination committee respectively, once these committees are established and the business combination is successfully completed. Furthermore, all CCBS shareholders who entered into the Acquisition Agreement will be subject to a lock-up period of twelve months. Golden Meditech did not indicate that it would accept the initial offer, but indicated that it would consider it if the offer was improved from a financial point of view. In the weeks following this initial proposal, personnel from both Golden Meditech and Pantheon had numerous discussions regarding potential deal structuring, while Pantheon’s management continued to perform due diligence.

On August 30, 2008 after discussions with CCBS and Golden Meditech on the initial terms, Pantheon submitted a revised offer, which included a proposed valuation of $350 million for 100% of equity interest in CCBS (to consist of $350 million in Pantheon ordinary shares). In a counter offer, CCBS added 9 million incentive warrants subject to the combined company achieving certain performance thresholds. In subsequent negotiations, additional details for these incentive warrants were agreed to, including that (i) they would be issued over a period of three years, (ii) they were to be exercisable for up to 9,000,000 ordinary shares of Pantheon Cayman, and (iii) they would be granted to CCBS’s senior management based on the percentage increase in the number of new subscribers during the relevant periods. Each warrant will be exercisable for one ordinary share of Pantheon Cayman at an exercise price equal to the lower of $5.00 and the market price of a Pantheon Cayman share on the date of issuance and has a term of five years. Other aspects of the terms such as the Company’s board composition upon completion of the business combination, continuous adoption of CSC Share Option scheme, duration of the lock-up period etc. were also discussed verbally and then reflected in the final terms. As proposed in the final term structure, if CCBS achieves no less than 30% annual growth in new subscribers in each of the years ending March 31, 2009, March 31, 2010 and March 31, 2011, 2.5 million, 3 million, and 3.5 million incentive warrants will be issued to CCBS management in each respective year.

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At the time of negotiating the terms of the transaction in August 2008, Pantheon and Golden Meditech mutually agreed on the $6.05 per share price to be used to calculate the number of shares issueable to selling shareholders. The per share price was derived by Pantheon and CCBS based on the anticipated trading price of Pantheon at the time of closing of business combination, and was calculated with reference to the anticipated cash value per share of Pantheon on the expected date of closing of business combination ($5.99), plus a 1% premium above the cash value in favor of Pantheon.

Negotiation of Definitive Agreement

After several meetings and conference calls between CCBS’s management, (Mr. Kam, Ms. Ting Zheng, and Mr. Albert Chen) and Pantheon’s officers and directors (Mr. Mark Chen, Mr. Kezhong Wu, Ms. Jun Mu, and Ms. Jennifer Weng) between August 22 and August 25, Pantheon submitted a summary of basic terms of the transaction on August 30, 2008, which reflected the basic term structure that Mr. Chen provided to Golden Meditech on July 14, 2008. CCBS responded verbally with a counteroffer on September 2, 2008. Although a written counter offer was not provided, CCBS’s management verbally indicated that Pantheon’s offer would be considered if the financial terms, including the incentives for the future management, the future treatment of the already granted CSC Share Option, board members composition and the duration of the lock-up period, could be revisited. Afterwards, numerous negotiations between Pantheon and CCBS were held and the legal advisors to both companies discussed the proposed transaction and the use of an Arizona entity to effect a redomiciliation of Pantheon to the Cayman Islands. There were also several conference calls and numerous email discussions among Pantheon, CCBS, Jones Day, Loeb & Loeb regarding the tax implications of the transaction. Several terms were modified, including the additional number of incentive warrants to be issued in each of the three financial years, the determination of the incentive warrants strike price, the board composition upon completion of the business combination, continuous adoption of CSC Share Option scheme and the duration of the lock-up period. After the discussions and negotiations, the essential deal terms were tentatively agreed on or around September 6, 2008 and Loeb & Loeb was instructed to draft the Acquisition Agreement. On September 7, 2008, Pantheon provided the first draft of the Acquisition Agreement to CCBS and its legal counsel Jones Day.

As part of its business due diligence, Pantheon reviewed various internal agreements, financial data and legal documents provided by CCBS and Pantheon’s directors and officers made a total of eleven visits to various offices and facilities of CCBS, in Beijing, Guangzhou and Hong Kong, examined the operational flow, process, and storage facilities of cord blood banks and interviewed various members of senior management team of CCBS. Pantheon management team also examined and estimated the overall size of CCBS’s historical storage quantities of cord blood, its excess capacity for the future and reviewed numerous third party reports and analyses on the global and PRC cord blood industry. In addition, Pantheon’s directors and officers participated in over 40 telephone conferences between various members of the working group, including CCBS, attorneys and accountants, to discuss various aspects of due diligence, transaction terms and structuring.

On September 5, 2008, and again on September 7, 2008, CCBS sent several lists requesting various documents and information related to Pantheon in order to satisfy CCBS’s due diligence work on Pantheon. Pantheon responded on September 6, and again on September 16, with various requested items on CCBS’s lists.

During the drafting process of the Acquisition Agreement, CCBS and Pantheon continued to negotiate various business and legal terms of the Acquisition Agreement throughout September until the Acquisition Agreement was finalized to submit to the shareholders of CCBS on or around October 5, 2008.

On October 27, 2008, Pantheon held a telephonic board meeting attended by all the members of the board of directors and at which the proposed transaction was approved and the management was authorized to sign the Acquisition Agreement and to file the necessary documents with the SEC to hold a shareholders’ meeting for the solicitation of shareholders’ approval of the business combination with CCBS. Accordingly, the Acquisition Agreement was signed effective on November 3, 2008. Prior to the market open on November 4, 2008, Pantheon filed a current report on Form 8-K announcing the execution of the Acquisition Agreement.

On November 12, 2008, as a result of the ongoing global financial crisis and due to the resulting adverse financial market conditions, Mark Chen of Pantheon and Albert Chen of CCBS determined that it may be

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necessary to find new shareholders to purchase the shares held by a limited number of Pantheon’s largest shareholders in order to avoid the proposal being voted down and to possibly extend the deadline by when Pantheon must complete a business combination. At the time of this conversation, it was not certain how many shares and from which shareholders the new shareholders would be purchasing such shares, but it was agreed that longer-term investors should be approached. Commencing on November 13, 2008, Mark Chen and Albert Chen had telephone calls with representatives of Rodman & Renshaw, LLC to discuss the possibility of Rodman & Renshaw assisting Pantheon in finding prospective sellers of Pantheon’s ordinary shares. In addition to locating potential sellers, Rodman & Renshaw also introduced to Mark Chen and Albert Chen the concept of seeking bridge investors for Pantheon, hedge funds that could act quickly enough to approve an extension of the deadline by when Pantheon had to complete a business combination.

Regarding the search for longer-term investors, Albert Chen met Ms. Na Wang of Modern Develop Limited during an investor conference in late 2007. Ms. Na Wang of Modern expressed a high level of interest in investing in CCBS but because CCBS was not a listed company, she was not able to make the investment at that time. On November 14, 2008, Albert Chen contacted Ms. Na Wang and enquired whether Modern remained interested in investing in CCBS. Albert Chen informed Ms. Na Wang that information regarding CCBS and its deal with Pantheon could be found in the Form 8-K filed by Pantheon and financial reports published by Golden Meditech. On November 16, 2008, Ms. Na Wang, on behalf of Modern, contacted Albert Chen and indicated Modern’s interest to invest in CCBS. As such, Albert Chen introduced Modern to Pantheon and Rodman & Renshaw, LLC so that Modern could prepare to open an account with Rodman & Renshaw, LLC for the purpose of Rodman brokering possible transactions with Pantheon’s stockholders.

On December 4, 2008, a conference call was held with Pantheon, Rodman & Renshaw, YA Global and Victory Park at which the general structure of an option agreement between the hedge funds and Modern were discussed and basic work on the compensation arrangements that would be acceptable was commenced, together with research regarding certain legal issues. During the period from December 6, 2008 and until the agreements were finalized on December 10, 2008, various drafts were exchanged between the parties and Rodman & Renshaw began to contact investors that it believed were likely to own shares of Pantheon’s stock to discuss their receptivity to such shares being bought at the cash value in trust prior to dissolution. Rodman & Renshaw was asked to find investors who may be interested providing funding to buy out those shareholders who intend to vote “No” to business combination and convert their shares into a pro rata portion of the Trust Account. It was understood by Albert Chen and Mark Chen that the number of shares sought would not be only the 50% of the outstanding to approve the amendment to Pantheon’s Certificate of Incorporation, but 80%, as Pantheon’s stockholders would be extended the same veto and conversion rights as they had with respect to a vote on a business combination.

Rodman & Renshaw had an initial discussion regarding providing bridge-type financing to buy out “no” voters shares with YA Global on or about November 22, 2008, and with Victory Park on or about November 27, 2008. Rodman & Renshaw reported back the potential interests of the two funds to provide such financing to Mark Chen and Albert Chen, who then passed the information to Modern for consideration. Modern responded positively on December 1, 2008, and suggested the basic structure of a call plus put option (which was substantially the same as the final Put and Call Agreements). Rodman & Renshaw then coordinated with the various parties to finalize the deal terms.

On December 10, 2008, Pantheon and Mark D. Chen entered into a Put and Call Option Agreement with Modern Develop Limited and YA Global and a separate Put and Call Option Agreement with Modern and Victory Park. Modern, YA Global and Victory Park are all independent third parties. YA Global and Victory Park acquired from several of Pantheon’s largest stockholders 4,547,399 shares of common stock of Pantheon in the aggregate through negotiated private transactions brokered by Rodman at approximately $5.97 per share. Pantheon believes that the purchase prices reflected a $0.00 to $0.03 discount (varying from seller to seller) on the anticipated $5.97 per share liquidation amount, depending on, among other things, when the shares where transferred, the seller’s cost of capital and how long the liquidation of Pantheon would have been expected to take. Under the agreements with Pantheon’s selling stockholders, Pantheon’s representatives were granted such selling stockholders’ irrevocable proxy in voting for the Extension Proposal. As a result,

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each of the purchase agreements between the sellers and YA Global and Victory Park granted representatives of Pantheon irrevocable proxies, but only in connection with the vote on the Extension Amendment.

On June 8, 2009, Modern advised Pantheon and CCBS that it does not intend to pay the additional extension option fee to extend the options pursuant to the Put and Call Option Agreements. As of the date of this proxy statement/prospectus, Modern has not exercised its options under the Put and Call Option Agreements. As a result, Pantheon, CCBS and Golden Meditech are seeking alternatives to consummate the acquisition of CCBS by Pantheon, including a repurchase of shares currently held by YA Global and Victory Park by Pantheon.

Pantheon Board of Directors’ Reasons for the Approval of the Acquisition

The Pantheon board of directors concluded that the Acquisition and the related transactions are in the best interests of Pantheon’s stockholders and that the consideration to be paid in the Acquisition and the related transactions is fair to Pantheon.

The consideration to be paid in the Acquisition and the related transactions was determined by several factors. Pantheon’s board of directors considered various industry and financial data, CCBS’s operation information and financial data supplied by CCBS’s management, certain forward looking assumptions and projections of the industry, market and CCBS’s business, and certain valuation analyses and metrics compiled by Mark Chen and Jennifer Weng of Pantheon, in order to determine that the consideration to be paid in the Acquisition and the related transactions is fair, from a financial perspective, to Pantheon and in the best interests of Pantheon and its stockholders.

Pantheon conducted a due diligence review of CCBS that included an industry analysis, an evaluation of CCBS’s existing business model, a valuation analysis and financial projections in order to enable the board of directors to ascertain the reasonableness of the consideration to be paid by Pantheon.

Pantheon’s board of directors considered a wide variety of factors in connection with its evaluation of the transaction. In light of the complexity of those factors, Pantheon’s board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of Pantheon’s board of directors may have given different weight to different factors. Pantheon’s board of directors determined that the Acquisition Agreement and the business combination and the related transactions contemplated thereby are fair to Pantheon from a financial perspective, and in the best interests of Pantheon and its stockholders.

Favorable Factors

In considering the transaction, the Pantheon board of directors gave considerable weight to the following favorable factors:

CCBS is well-positioned to capture significant growth opportunities in China.

CCBS is a leading provider of cord blood storage services in China and the sole cord blood banking licensee in Beijing and Guangdong. Its Beijing-based subsidiary, Jiachenhong, became the operator of the first licensed cord blood bank in China in 2002 and the management successfully pioneered the commercialization of cord blood banking services in China. CCBS also acquired the right to operate in Guangdong through its acquisition of Nuoya in May 2007. The acquisition significantly increased the size of the market CCBS can address. So far, cord blood banking licenses have been issued for only six of China’s 31 regions, with another four licenses expected to be issued by 2010. The PRC government authorities have been following a “one license per region” policy, allowing each licensee, including CCBS, to operate within its own region without competition. CCBS expects to continue to grow its business through application for new licenses and acquisition of existing cord blood bank operators. Under the leadership of CCBS’s management, the aggregate number of new subscriber sign-ups amounted to 6,574, 12,347 and 26,060 for the years ended March 31, 2006, 2007 and 2008.

CCBS’s long-term steady streams of cash flows are expected to contribute an increasing proportion of its revenues as the number of subscribers accumulated over the years continue to grow.

CCBS enters into contracts with its subscribers which are automatically renewed each year for a period of 18 years and charges an initial processing fee at birth and storage fees each year. The contracts can be

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further extended, at the option of the children, after the children reach adulthood if they are not terminated early by the parents. The number of units accumulated since CCBS’s operation in China grew by 112.5% from 10,975 as of March 31, 2006 to 23,322 as of March 31, 2007 and further grew by 111.7% from 23,322 as of March 31, 2007 to 49,382 as of March 31, 2008. Taking into account the significant market size that CCBS can address since its acquisition of Nuoya in May 2007, CCBS expects annual storage fees to contribute an increasing proportion of its revenues as the number of its subscribers accumulated over the years continues to grow. In addition to its fee-based commercial services, CCBS also preserves cord blood units donated by the public and charges fees for matching units to patients in need of transplants. This revenue accounts for a small percentage of its total revenue.

The terms of the Acquisition Agreement and other transaction agreements.

The terms of the Acquisition Agreement, including the closing conditions, covenants and termination provisions are customary and reasonable from Pantheon’s perspective. The Pantheon board of directors placed importance on the Acquisition Agreement including customary and reasonable terms and conditions as it believed that such terms and conditions would protect Pantheon’s interests in the transaction and enhance the likelihood of closing. The Pantheon board of directors believes that the terms and conditions of the Acquisition Agreement permit Pantheon to proceed with the transaction with confidence.

Potential Negative Factors

In addition to the positive factors considered by the Pantheon board, it considered the following potential negative factors:

Other Factors

Comparable Companies Analysis

We prepared a list of comparative price/earnings ratios of these companies and compared them to the price/earnings of CCBS and their anticipated price/earnings. We examined the trading performance of a wide range of U.S. listed companies that could potentially serve as comparable companies in a variety of relevant industry sectors, such as Chinese consumer base healthcare sector, U.S. advanced medical devices, U.S. healthcare service providers, and other U.S. listed consumer based companies in China.

We considered a wider range of comparable companies because CCBS does not have identical comparable in the same cord blood bank sector. Given CCBS is a consumer based healthcare services provider and its high growth nature demonstrated consistent track record and robust earnings growth, we believe CCBS is best compared to some U.S. listed Chinese companies like China Medical Technologies (CMED), Mindray Medical International (MR) and WuXi PharmaTech (WX), and high growth U.S. medical suppliers such as Natus Medical (BABY), Qiagen (QGEN), and healthcare service provider like Phase Forward (PFWD). None of the comparable companies have characteristics identical to CCBS. An analysis of publicly traded comparable companies is not mathematical; rather, it involves complex consideration and judgments regarding differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading of the comparable companies.

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For a better reflection of market’s view of valuation on the comparable companies, we selected the trading information for these companies from August 1, 2008 to September 30, 2008 and derived an average from the historical daily data. We expect CCBS’s valuation multiples to be at least equal to the mean of those of the comparable companies due to its higher than average profit margins and higher than average net earning growth compared to the comparable companies.

Company Name		Stock Price (Average of August and September)				Market Capitalization (mm)				P/E, Basic(1)				Forward P/E, Basic(2)(4)				Forward P/E, Basic(3)(4)
US listed CN Consumer base healthcare sector
China Medical Tech			43.41				1,198.0				28.9				22.3				18.6
Mindray Medical Technology			37.22				3,992.2				51.0				36.1				23.0
Wuxi Pharma Tech			17.38				1,068.9				31.6				27.2				19.3
US listed US Advanced Medical Devices
Natus Medical			24.00				549.6				52.2				32.0				19.5
Qiagen			20.32				4,170.6				32.3				26.4				21.6
US listed Healthcare service provider
Phase Forward			19.75				855.6				33.5				41.1				31.9
											38.24				30.86				22.32

Source of earning estimates: UBS, Credit Suisse

Without taking into consideration of the premium that CCBS deserves for being an exclusive service provider in the market which CCBS holds a license and further future growth potential in case of acquiring new license(s), we applied the following multiples based on the average of comparables to the respective figures:

And calculated a range of enterprise value for CCBS by weighting the above indications equally and then added net cash of approximately $30.3 million to derive an indicated equity value range of $498.3 million, approximately 30% higher than the $350.0 million valuation that Pantheon gave CCBS. The $30.3 million is being added to the pre-merger enterprise valuation of CCBS because that amount represents the amount of cash that CCBS has and Pantheon’s board believes that the enterprise valuation of CCBS consists of both the value of its business and the value of its cash.

The Company believes the earnings information referenced in publicly available, and does not believe that there are any cord blood banks with a comparable corporate structure that would provide meaningful incremental data to the Comparable Companies Analysis.

DCF Analysis

The discounted cash flow method was based on forecasted cash flows from operations over a period of 25 years (from 2009 to 2033). The free cash flow and the terminal cash flows beyond 2033 that were estimated to grow at an annual rate of 5.0% are further discounted back to the present value at a weighted average cost of capital (WACC) of 12.0%. Based on this analysis, the present value of the cash flows for the period from 2009 to 2033 approximates RMB2,655.0 million and the present value of the terminal cash flows

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for the period beyond 2033 approximates RMB868.6 million. The sum of these two numbers provided a total company valuation from the discounted cash flow analysis of approximately RMB3.5 billion, or equivalently $515.9 million, about 32% higher than the $350.0 million valuation Pantheon gave CCBS.

The valuation for CCBS was based on various assumptions, including:

						WACC
(USD in Thousands)						10%				11%				12%				13%				14%				15%
			2 %				658,396				556,449				447,749				415,589				365,551				324,618
			3 %				658,398				571,920				487,641				422,070				369,884				327,565
			4 %				716,595				591,813				500,005				429,990				375,083				331,048
terminal growth rate			5 %				763,154				618,336				515,901				439,890				381,437				335,227
			6 %				832,993				655,468				537,097				452,619				389,381				340,335
			7 %				949,391				711,166				566,771				469,591				399,593				346,720
			8 %				1,182,188				803,996				611,281				493,352				413,210				354,930

The valuation analysis considered, among other things, strategic positioning of CCBS, the size of its current and potential markets, the financial and operational history, and its views on strengths, weaknesses, opportunities and regulatory risks. The projections were based on historical financial results and expected growth of subscribers due to organic penetration rate increase. Growth from acquisitions including acquiring more license(s) in other location(s) is not included. In developing the valuation analyses for the discounted cash flow analysis, Pantheon board estimated value based upon CCBS’s potential future free cash flow under a range of scenarios discounted at a rate reflecting risks inherent in its business and capital structure.

Based on the analysis, Pantheon’s board concluded that comparatively speaking, the enterprise value of CCBS, immediately after the acquisition, was favorable. The valuation was fair and attractive using a discounted cash flow analysis. On the basis of the analyses, we concluded that the board of directors, from an economic point of view, should consider the business combination with CCBS.

80% Test Analysis

It is a requirement that any business acquired by Pantheon have a fair market value equal to at least 80% of its net assets at the time of acquisition, which assets shall include the amount in the Trust Account (without deductions resulting from any share conversions in connection with the Extension Amendment). Pantheon’s net asset value, without exclusion of IPO underwriter’s deferred discount and after adding back the $5,561,686 distributed from the Trust Account in connection with the Extension Amendment, is approximately $34.4 million as of March 31, 2009. This net asset value multiples by 0.8 results in approximately $27.5 million.

The consideration of $304.3 million exceeds 80% of the net asset value of Pantheon, without considering the IPO underwriter’s deferred discount and the conversions in connection with the Extension Amendment. In

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addition to determining whether the consideration of $304.3 million exceeds 80% of the net asset value of Pantheon, the board of directors compared the outputs of its valuation analyses, to the 80% net asset value test, and in each case, the 80% test was met.

CCBS’s Spin Off from Golden Meditech

CCBS is being spun off from Golden Meditech, among other reasons, in order to: (i) create a clearer business profile for financial institutions who wish to provide financing or to invest in a pure cord blood banking company; (ii) access various funding channels which include future equity fund raising through Pantheon Cayman; (iii) potentially enhance its valuation given the familiarity of United States investors with cord blood bank businesses; (iv) enhance CCBS’s corporate image as a United States public company; and (v) become a separately listed company allowing CCBS to retain and recruit talented executives, ultimately enhancing its management expertise.

While these benefits are qualitatively important to CCBS, it would be difficult to give them a quantitative value. Therefore, there has not been any valuation attributed to CCBS in connection with its spin off from Golden Meditech.

Fairness Opinion

Pantheon did not obtain a fairness opinion with respect to the acquisition of CCBS or the redomestication. The Pantheon board of directors believes because of the financial skills and background of several of its members, it was qualified to make an analysis itself and conclude that the acquisition of CCBS met the 80% asset test requirement (without deductions resulting from any share conversions in connection with the Extension Amendment) without recourse to an fairness opinion from an independent source.

By conducting this analysis internally (as opposed to obtaining a third party determination of the satisfaction of the 80% test and the fairness of the transaction to the Pantheon stockholders), the Pantheon board may have assumed additional potential liability in the event of a challenge to the board’s actions. Under Delaware law, a director is fully protected in relying in good faith upon the opinions, reports or statements presented by a person as to matters the director reasonably believes are within such person’s professional or expert competence and who has been selected by reasonable care. Without that protection afforded by a third party determination, directors could have additional liability (and Pantheon could be required to provide indemnification to the directors) if the decision to acquire CCBS was determined to be in violation of the board’s fiduciary duties and not covered by the limitations on director liability contained in Pantheon’s certificate of incorporation.

Actions That May be Taken to Secure Approval of Pantheon’s Stockholders.

In order to ensure that the Acquisition is approved, Pantheon, CCBS and their respective affiliates may enter into transactions to purchase shares of common stock of Pantheon from stockholders who have indicated their intention to vote against the Acquisition and seek conversion of their shares. Transactions of such nature would only be entered into and effected at a time when the purchasers of such securities or any of their affiliates are not aware of any material nonpublic information regarding Pantheon, CCBS or the Acquisition. Such purchases could result in all or substantially all of Pantheon’s trust fund being expended to pay for such purchases after the Acquisition, which would result in Pantheon Cayman not receiving any working capital from the trust account. No transactions have been entered into as of the date hereof, but these transactions may include:

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In the event that it appeared that the Acquisition would not be consummated at the meeting of Pantheon’s stockholders, such meeting could be postponed (assuming that the postponement proposal was approved by the shareholders and such postponement was not past September 30, 2009, the date on which Pantheon’s corporate existence terminates unless it consummates a business combination) to enter into arrangements similar to the foregoing.

In light of the significant number of shares currently owned by YA Global and Victory Park, Pantheon has approached such stockholders with the intent to determine whether a negotiated repurchase of the shares held by them might be possible and, if so, on what terms. While YA Global and Victory Park have expressed a willingness to negotiate regarding the terms of a repurchase of the shares owned by them, on the basis that all of such shares would be covered by the arrangements, the price per share would approximate the cash value per share based on the amount in Pantheon’s trust account on closing and that certain transaction expenses be borne by Pantheon, the parties have still not reached an agreement on all of the material terms of such transactions. Pantheon will file a Current Report on Form 8-K with respect to any arrangements entered into by Pantheon, CCBS or their respective affiliates which is intended to increase the likelihood that the arrangement and related proposals are approved by Pantheon’s stockholders.

In the event that any purchases of Pantheon’s shares of common stock are made by Pantheon, CCBS or affiliates of either of them after the mailing of this proxy statement to stockholders but prior to the special meeting, Pantheon will file a Current Report on Form 8-K relating to such purchases within four business days of such purchases or otherwise prior to the special meeting. In the event that members of the management team of Pantheon purchase Pantheon’s shares of common stock, such purchasers will also be required to make beneficial ownership filings with the Securities and Exchange Commission. Members of Pantheon management, YA Global and Victory Park have an obligation to disclose changes in their beneficial ownership of Pantheon securities within two business days of any such changes.

Any Pantheon shares purchased by Pantheon will not be considered outstanding for purposes of the extraordinary general meeting and will therefore not be permitted to vote at the meeting. In the event that public shares are purchased by Pantheon, such shares would no longer be deemed to be outstanding for purposes of determining the vote required for the approval of any of the proposals presented at the extraordinary general meeting. Therefore, this would reduce (i) the number of public shares outstanding and entitled to vote on each matter, (ii) the number of shares required to be voted in favor of each proposal. Conversely, if Pantheon’s directors and officers purchased such shares, those shares would still be considered to be outstanding and could be voted in favor of such proposals, reducing the number of shares required to be voted in favor of such proposals by a number of shares equal to those purchased. Neither Pantheon nor its officers or directors purchasing shares would affect the number of shares that could be converted by Pantheon with the Acquisition still being permitted to be consummated.

On June 3 2009, Pantheon was advised by CCBS that all participants of the current stock option scheme of CSC intend to exercise their options immediately prior to the completion of the business combination, but which exercises will be contingent on the approval of the Incentive Plan Proposal and therefore assumed by Pantheon on the closing date. As a result, an additional 3,573,314 shares of Pantheon Cayman is expected to be issued to these CSC option holders on the closing date.

As of March 31, 2009, Pantheon’s initial stockholders, either directly or beneficially, owned and were entitled to vote 1,250,000 shares, or approximately 20.6% of Pantheon’s outstanding common stock. With respect to the Acquisition, Pantheon’s initial stockholders have agreed to vote their respective shares of common stock acquired by them prior to the initial public offering in accordance with the majority of the votes cast by the holders of the shares issued in Pantheon’s initial public offering with respect to the Business Combination Proposal and related proposals. Pantheon’s initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the initial public offering in favor of each of the Business Combination Proposal, Redomestication Proposal, Incentive Plan Proposal and the other proposals. They have indicated that they intend to vote their shares “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

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Recommendation of Pantheon’s Board of Directors

After careful consideration, Pantheon’s board of directors determined that the Acquisition is fair to and in the best interests of Pantheon and its stockholders. On the basis of the foregoing, Pantheon’s board of directors has approved and declared advisable the Acquisition and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal, Redomestication Proposal, Incentive Plan Proposal and the other proposals.

The board of directors recommends a vote “FOR” each of the Business Combination Proposal,
Redomestication Proposal, Incentive Plan Proposal and the other proposals

Interests of Certain Persons in the Acquisition

When you consider the recommendation of the Pantheon board of directors, you should keep in mind that Pantheon’s executive officers and members of Pantheon’s board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

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In addition, the exercise of Pantheon’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

Certain U.S. Federal Income Tax Consequences

The merger should qualify as a nontaxable reorganization under applicable U.S. federal income tax principles, and no gain or loss should be recognized by Pantheon stockholders or warrant holders for U.S. federal income tax purposes as a result of their exchange of Pantheon common stock or warrants for the common stock or warrants of Pantheon Arizona.

The conversion also should qualify as a nontaxable reorganization under applicable U.S. federal income tax principles, and no gain or loss should be recognized by Pantheon Arizona stockholders or warrant holders for U.S. federal income tax purposes as a result of their exchange of Pantheon Arizona common stock or warrants for the ordinary shares or warrants of Pantheon Cayman. Pantheon Arizona, however, should recognize gain (but not loss) for U.S. federal income tax purposes as a result of the conversion equal to the excess, if any, of the fair market value of each of its assets over such asset’s adjusted tax basis at the effective time of the conversion. For this purpose, the valuation of Pantheon Arizona’s assets at the time of conversion may take into account a variety of factors, including possibly the fair market value of Pantheon Arizona’s shares immediately prior to the conversion. Since any such gain will be determined based on the value of its assets at that time, the amount of such gain (and any U.S. federal income tax liability to Pantheon Arizona by reason of such gain) cannot be determined at this time. Any U.S. federal income tax liability incurred by Pantheon Arizona as a result of such gain should become a liability of Pantheon Cayman by reason of the conversion. Stockholders and warrant holders are urged to consult their own tax advisors on this tax issue and other tax issues in connection with the conversion.

Pantheon Cayman should not recognize any gain or loss for U.S. federal income tax purposes as a result of the share exchange and certain “anti-inversion” provisions in the Code should not apply to treat Pantheon Cayman as a U.S. corporation after the conversion and share exchange.

See “Material U.S. Federal Income Tax Consequences” below for further discussion of these tax consequences.

Anticipated Accounting Treatment

The Acquisition will be accounted for in accordance with U.S. generally accepted accounting principles as a capital transaction in substance. Under this method of accounting, Pantheon will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on CCBS comprising the ongoing operations of the combined entity, the senior management and a majority of the board of directors of CCBS will continue as the senior management and majority of the board of directors of the combined company and CCBS shareholders retaining the majority of voting interests in the combined company. In accordance with guidance applicable to these circumstances, the Acquisition will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Acquisition will be treated as the equivalent of CCBS issuing stock and warrants for the net assets of Pantheon, accompanied by a recapitalization. The net assets of Pantheon will be stated at fair value, which is considered to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Acquisition will be those of CCBS.

Regulatory Approvals

Pantheon and CCBS do not expect that the Acquisition will be subject to any state or federal regulatory requirements other than filings under applicable securities laws and the effectiveness of the registration statement of which this proxy statement/prospectus is part, and the filing of certain Acquisition documents with, and the issuance of a certificate of incorporation on conversion by, the Registrar of Companies of the Cayman Islands and with the Secretary of State of the State of Delaware. Pantheon and CCBS intend to comply with all such requirements.

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THE ACQUISITION AGREEMENT

The following is a summary of the material provisions of the Acquisition Agreement, a copy of which is attached as Appendix A to this proxy statement/prospectus. You are encouraged to read the Acquisition Agreement in its entirety for a more complete description of the terms and conditions of the Acquisition.

Redomestication to the Cayman Islands

Pursuant to the Acquisition Agreement, upon stockholder approval, Pantheon will complete a corporate reorganization that would result in holders of Pantheon securities holding securities in Pantheon Cayman, a Cayman Islands company rather than in Pantheon, a Delaware corporation. The reorganization involves two steps. First, Pantheon, the current Delaware corporation, will effect a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware in which it will merge with and into Pantheon Arizona, its wholly-owned Arizona subsidiary, with Pantheon Arizona surviving the merger. Second, after the merger, Pantheon Arizona will become Pantheon Cayman, a Cayman Islands company, pursuant to a conversion and continuation procedure under Arizona and Cayman Islands law. The reorganization will change Pantheon’s place of incorporation from Delaware to the Cayman Islands. We refer to the entire two-step transaction as the redomestication.

The redomestication will result in all of Pantheon’s issued and outstanding shares of common stock immediately prior to the redomestication converting into ordinary shares of Pantheon Cayman, and all units, warrants and other rights to purchase Pantheon’s common stock immediately prior to the redomestication being exchanged for substantially equivalent securities of Pantheon Cayman. The shares of Pantheon Cayman will continue to be quoted on the OTCBB or such other public trading market on which its shares may be trading at such time. Pantheon will cease to exist and Pantheon Cayman will be the surviving corporation. In connection therewith, Pantheon Cayman will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Pantheon, including any and all agreements, covenants, duties and obligations of Pantheon set forth in the Acquisition Agreement.

Business Combination With CCBS: Acquisition Consideration

Immediately following the redomestication, Pantheon Cayman will acquire all of the issued and outstanding ordinary shares of CCBS held by the selling shareholders in exchange for ordinary shares of Pantheon Cayman at a ratio of one ordinary share of Pantheon Cayman for approximately every 2.8 CCBS ordinary shares. The issuance of shares of Pantheon Cayman to the selling shareholders is being consummated on a private placement or offshore basis, pursuant to Section 4(2) of, or in accordance with Regulation S promulgated under, the Securities Act of 1933, as amended, as appropriate. Assuming that all shareholders of CCBS participate in the business combination, Pantheon Cayman will issue an aggregate of 57,851,240 ordinary shares in the share exchange. As of the date of this proxy statement/prospectus, shareholders representing 93.94% of the outstanding shares of CCBS have elected to participate in the business combination by becoming selling shareholders in the Acquisition Agreement. Accordingly, the aggregate value of the consideration being paid by Pantheon is approximately $317.9 million based on the most recent closing price of $5.85 as of May 28, 2009, and consists of 54,345,104 shares being issued to the selling shareholders. This valuation is based on a historical trading price at a time when only approximately 5.7% of Pantheon’s shares were trading publicly and does not take into account any potential dilution that may result from the issuance of the unregistered shares. Following the redomestication and upon consummation of the business combination, Pantheon Cayman will change its name to China Cord Blood Corporation.

Immediately after the business combination, all stock options of China Stem Cells Holdings Limited, an exempted company incorporated in the Cayman Islands and wholly-owned subsidiary of CCBS, or “CSC”, will be amended such that the options will become exercisable for ordinary shares of Pantheon Cayman and thereafter become substantially equivalent securities of Pantheon Cayman, with each option to purchase one share of CSC becoming an option to purchase 35.73314 ordinary shares of Pantheon Cayman. In addition, pursuant to an earn-out provision in the Acquisition Agreement, Pantheon Cayman has agreed to issue, over a period of three years, warrants exercisable for up to 9,000,000 ordinary shares of Pantheon Cayman to CCBS’s senior management based on the percentage increase in the number of new subscribers during the relevant periods. Each warrant will be exercisable for one ordinary share of Pantheon Cayman at an exercise price equal to the lower of $5.00 and the market price of a Pantheon Cayman share on the date of issuance

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and has a term of five years. Both the stock option scheme of CSC and the earn-out warrants will be accounted for as compensation to the management team and employees of the combined company rather than as consideration in the Business Combination because the shares issuable under the stock option scheme of CSC and the warrants issuable pursuant to the earn-out provision of the Acquisition Agreement will be issued only to members of the combined company’s management team and employees (and not to the existing CCBS shareholders) and based on their performance as employees of Pantheon Cayman after the Business Combination. It is expected that these will result in the recognition of share-based compensation expense for these warrants as the achievement of performance conditions becomes probable over the performance period.

Pantheon currently has authorized share capital of 26,000,000 shares consisting of 25,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. Pantheon Arizona currently has authorized share capital of 251,000,000 shares consisting of 250,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

Following the business combination there will be a total of 67,494,941 (or 63,988,805 assuming Pantheon acquires 93.94% of the CCBS shares) shares of Pantheon Cayman issued and outstanding. Assuming that no additional selling shareholders will be included in the Acquisition Agreement, Pantheon will acquire in the business combination 93.94% of the issued and outstanding shares of CCBS for a consideration of 54,345,104 shares of Pantheon Cayman. In addition, CCBS's current directors and executive officers, who will become directors and executive officers of Pantheon Cayman, and the other participants of the current stock option scheme of CSC have advised CCBS that they intend to exercise their options prior to the completion of the business combination, but which exercises will be contingent on the approval of the Incentive Plan Proposal and therefore assumed by Pantheon on the closing date. As a result, an additional 3,573,314 shares of Pantheon Cayman is expected to be issued to these CSC option holders. Together with the 6,070,387 shares to be issued to Pantheon's current public shareholders as a result of the redomestication, a total of 63,988,805 shares of Pantheon Cayman will be issued and outstanding upon the completion of the business combination, as a result of which Golden Meditech will own approximately 45.4% of Pantheon Cayman, the selling shareholders (excluding Golden Meditech) will own approximately 39.5% of Pantheon Cayman, Pantheon’s current public shareholders will own approximately 7.5% of Pantheon Cayman, Pantheon’s current directors, officers and affiliates will own approximately 2.0% of Pantheon Cayman and the CSC option holders will own approximately 5.6% of Pantheon Cayman. Upon the completion of the business combination, Pantheon Cayman is not expected to become a subsidiary of Golden Meditech.

Pursuant to the Acquisition Agreement, the redomestication will not be consummated unless the business combination is also approved. Similarly, the business combination will not take place unless the redomestication is also approved. Upon consummation of the business combination, Pantheon Cayman will own 93.94% of the issued and outstanding ordinary shares of CCBS (assuming no additional CCBS shareholders become selling shareholders).

Representations and Warranties

In the Acquisition Agreement, the selling shareholders make certain representations and warranties (with certain exceptions) relating to, among other things: (a) title to shares; (b) proper corporate organization and similar corporate matters; (c) authorization, execution, delivery and enforceability of the Acquisition Agreement and other transaction documents; (d) absence of conflicts; (e) required consents and approvals; (f) accuracy of representations; and (g) transfer restrictions.

In the Acquisition Agreement, CCBS and Golden Meditech (the “Warrantors”) make certain representations and warranties (with certain exceptions) relating to, among other things: (a) capital structure; (b) proper corporate organization and similar corporate matters; (c) authorization, execution, delivery and enforceability of the Acquisition Agreement and other transaction documents; (d) absence of conflicts; (e) required consents and approvals; (f) financial information and absence of undisclosed liabilities; (g) absence of certain changes or events; (h) absence of litigation; (i) licenses and permits; (j) title to properties; (k) ownership of intellectual property; (l) taxes; (m) employment matters; (n) transactions with affiliates and employees; (o) insurance coverage; (p) material contracts; (q) compliance with laws, including those relating to the PRC, foreign corrupt practices and money laundering; (r) broker’s and finder’s fee; and (s) environmental matters.

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In the Acquisition Agreement, Pantheon and Pantheon Arizona make certain representations and warranties (with certain exceptions) relating to, among other things: (a) capital structure; (b) proper corporate organization and similar corporate matters; (c) authorization, execution, delivery and enforceability of the Acquisition Agreement and other transaction documents; (d) absence of conflicts; (e) required consents and approvals; (f) SEC filings; (g) internal accounting controls; (h) absence of certain changes or events; (i) financial information and absence of undisclosed liabilities; (j) absence of litigation; (k) compliance with laws, including the Sarbanes-Oxley Act of 2002 and foreign corrupt practices and money laundering laws; (l) certain registration matters; (m) broker’s and finder’s fees; (n) minute books; (o) approval by Pantheon’s board of directors; (p) quotation of securities on the OTCBB; (q) information with respect to the trust fund; (r) transactions with affiliates and employees; (s) material contracts; and (t) taxes.

Conduct Prior to Closing; Covenants

Pantheon and the Warrantors have each agreed to continue to operate their respective businesses in the ordinary course prior to the closing (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

The Acquisition Agreement also contains covenants of Pantheon, the Warrantors and the Selling Shareholders, including covenants providing for:

Conditions to Closing

General Conditions

Under the Acquisition Agreement, consummation of the business combination and the related transactions is conditioned on (a) the Pantheon board not having withdrawn its approval of the terms and conditions of the merger; (b) a majority of the Pantheon common stock approving the redomestication; and (c) a majority in interest of the Pantheon public common stock voting at the stockholders meeting approving the business

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combination, with holders of fewer than 20% of the Pantheon public common stock outstanding immediately on or before the stockholder meeting related to such vote properly exercising their rights to have their public shares converted into a pro rata share of the funds available in the Trust Account in accordance with Pantheon’s Certificate of Incorporation. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) in connection with the Extension Amendment has not changed the percentage of shares that can convert in connection with the business combination.

Warrantors’ Conditions to Closing

The obligations of the Warrantors to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

Pantheon’s Conditions to Closing

The obligations of Pantheon to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

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If permitted under applicable law, either Pantheon or CCBS may waive any inaccuracies in the representations and warranties made to such party contained in the Acquisition Agreement and may waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Acquisition Agreement. However, the condition requiring that the holders of fewer than 20% of the shares of Pantheon public common stock affirmatively vote against the business combination and demand conversion of their public shares into cash may not be waived.

Additional Agreements and Covenants

Board Composition

Effective the closing date, the board of directors of Pantheon Cayman will consist of five members. The members will include Ting Zheng and Albert Chen of CCBS, Mark Chen and Jennifer Weng of Pantheon, and an additional director to be selected and nominated by CCBS 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.

Termination

The Acquisition Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Pantheon’s stockholders, by:

Effect of Termination

In the event of termination and abandonment by either Pantheon or the Warrantors, except as set forth below, all further obligations of the parties shall terminate, no party shall have any right against the other party, and each party shall bear its own costs and expenses.

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Indemnification

Indemnification by the Warrantors and Selling Shareholders

The Warrantors have agreed, jointly and severally, to indemnify Pantheon from any damages arising from: (a) any breach of any representation or warranty made by the Warrantors; or (b) any breach by the Warrantors of their covenants or obligations to be performed at or prior to the closing.

The selling shareholders have agreed, severally but not jointly, to indemnify Pantheon from any damages arising from: (a) any breach of any representation or warranty made by such selling shareholder; or (b) any breach by such selling shareholder of its covenants or obligations to be performed at or prior to the closing.

Pantheon has agreed to indemnify the Warrantors and the selling shareholders from any damages arising from any breach of any representation or warranty made by Pantheon.

Limitations on Indemnity

The Pantheon indemnified parties will not be entitled to indemnification unless the aggregate amount of damages to such parties exceeds $5.0 million. Further, with limited exceptions, the aggregate amount of damages payable by the warrantors shall not exceed $17.0 million. The amount payable by any selling shareholder shall not exceed the market value of the Pantheon Cayman shares received by the selling shareholder when the business combination is consummated.

The foregoing summary of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the actual agreement, which is filed as Appendix A hereto.

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THE REDOMESTICATION PROPOSAL

General

In connection with the business combination, Pantheon will redomesticate to the Cayman Islands and, in that process, change its name and corporate documents and reconstitute its board of directors. Redomestication to the Cayman Islands is an obligation under the Acquisition Agreement and a condition to consummation of the business combination.

As substantially all of the business operations of CCBS are conducted outside the United States, Pantheon management concluded that the redomestication will permit greater flexibility and possibly improved economics in structuring acquisitions as CCBS expands, as CCBS believes that potential target acquisitions may view the status of being a shareholder in a publicly-traded Cayman Islands exempted company more favorably than being a shareholder in a U.S. corporation (because, among other things, Cayman Islands exempted companies are not subject to corporate income tax and U.S. corporations are), which could be significant to CCBS in light of its strategic acquisition plans. In addition, depending on the shareholder composition of Pantheon Cayman after the business combination and changes in board membership or location of its principal executive offices, Pantheon Cayman anticipates that it will become a foreign private issuer with respect to its SEC filings, which would reduce the reporting requirements under the Exchange Act, resulting in fewer costs associated with financial and reporting compliance. For example, if Pantheon Cayman becomes a foreign private issuer, it would be exempt from certain provisions applicable to U.S. public companies including:

However, because of these exemptions, Pantheon Cayman’s shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States, such as Pantheon.

Following the redomestication and upon consumation of the business combination, it is intended that Pantheon’s corporate name will be changed to “China Cord Blood Corporation.” As all legal rights, benefits, duties and obligations enjoyed, owned or owed by Pantheon will, by means of the merger and conversion statutes in effect in Delaware, Arizona, and the Cayman Islands, be enjoyed, owned or owed, as the case may be, by Pantheon Cayman following the redomestication, except to the extent such rights, duties or obligations will be governed by the law of the Cayman Islands as opposed to Delaware, depending upon the issue under consideration. As a result, all of the restrictions applicable to Pantheon’s initial security holders will continue to apply until the consummation of the business combination, which will take place immediately following the consummation of the redomestication, and certain of which will continue to apply following such consummation. Similarly, Pantheon Cayman will assume all agreements to which Pantheon is currently a party, including the warrants originally issued by Pantheon.

The full text of the Memorandum of Association and Articles of Association of Pantheon Cayman are attached to this proxy statement/prospectus as Appendix C. The discussion of these documents and the comparison of rights set forth below is qualified in their entirety by reference to this appendix.

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Pantheon Cayman will be governed by a Memorandum and Articles of Association different from Articles of Incorporation and Bylaws of Pantheon. Certain provisions of the Memorandum and Articles of Association of Pantheon Cayman may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by shareholders. Certain of these provisions provide for:

Adoption of the Redomestication Proposal

Pantheon’s board of directors has unanimously approved the Redomestication Proposal and recommends that Pantheon’s stockholders approve it.

The affirmative vote of holders of a majority of Pantheon’s outstanding shares of common stock is required for approval of the Redomestication Proposal. Abstentions and broker non-votes will have the effect of a vote against the proposal.

The redomestication will not be consummated if the Business Combination Proposal is not approved. The business combination will not be consummated if the Redomestication Proposal is not approved. As all of Pantheon’s stockholders are voting upon the redomestication in connection with their vote upon the business combination, and such transactions are cross-conditioned, Pantheon believes that the consummation of the redomestication immediately prior to the business combination does not violate its Certificate of Incorporation.

Pantheon’s board of directors unanimously recommends a vote “FOR” the approval of the redomestication.

The Redomestication

The redomestication will involve two steps.

The Merger

First, Pantheon will effect a short-form merger, or the “merger”, pursuant to which it will merge with and into its wholly-owned subsidiary incorporated in Arizona, Pantheon Arizona. Pantheon Arizona will survive the merger and will succeed to Pantheon’s assets and liabilities. The merger will be effected pursuant to Section 253 of the DGCL. After the merger, Pantheon will no longer exist. In the merger:

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The Conversion and Continuation

Second, after the merger described above, Pantheon Arizona will become a Cayman Islands exempted company, Pantheon Cayman, pursuant to a conversion and continuation procedure under Arizona and Cayman Islands law. This procedure allows Pantheon Arizona to become a Cayman Islands exempted company while continuing its existence uninterrupted and without the need for a merger. In the continuation and conversion transaction, or the “conversion”:

As a result of the conversion, Pantheon Arizona will continue its existence without interruption as a Cayman Islands exempted company rather than an Arizona corporation.

Upon the issuance of a certificate of registration by way of continuance by the Cayman Islands Registrar of Companies, the conversion of the Arizona corporation into and its continuance as a Cayman Islands exempted company will become effective. At the effective time of the conversion, Pantheon Cayman will be governed by its Memorandum of Association and Articles of Association, the equivalent of a certificate of incorporation and bylaws of a United States company, written in compliance with Cayman Islands law. Forms of Pantheon Cayman’s Memorandum of Association and Articles of Association are attached to this proxy statement/prospectus as Appendix C.

If the Redomestication Proposal is approved, and if the Business Combination Proposal is also approved, the redomestication will become effective promptly following the special meeting, subject to the receipt of all necessary third-party consents. The merger of Pantheon into the Arizona corporation will become effective upon the later of the time of filing a certificate of merger with the Delaware Secretary of State and the issuance of a certificate of merger by the Arizona Secretary of State unless a later effective time is specified in the filings with those states. The conversion of the Arizona corporation into and its continuance as a Cayman Islands exempted company will become effective upon the issuance of a certificate of registration by way of continuance by the Cayman Islands Registrar of Companies.

After the redomestication, Pantheon securities no longer will be eligible to trade on the OTCBB. Pantheon Cayman’s ordinary shares and warrants will be eligible to trade in their place beginning on or about the effective date of the redomestication under new CUSIP numbers and trading symbols. Following consummation of the business combination, Pantheon Cayman intends to apply to list the Pantheon Cayman securities on the NYSE, or elsewhere at an appropriate time.

Your percentage ownership of Pantheon/Pantheon Cayman will not be affected by the redomestication. As part of the business combination, however, a substantial number of additional Pantheon Cayman shares and warrants will be issued as consideration for CCBS. Further, a substantial number of warrants will be issued to management of CCBS over the three-year period following the Acquisition if the number of new subscribers exceeds the budgeted number stipulated in the Acquisition Agreement. As part of the redomestication, Pantheon Cayman will assume Pantheon’s outstanding warrants on their current terms, and will otherwise assume all outstanding obligations of Pantheon and succeed to those benefits enjoyed by Pantheon. The business of Pantheon, upon the redomestication and completion of the business combination, will become that of CCBS.

It will not be necessary to replace current Pantheon certificates after the redomestication. DO NOT DESTROY YOUR CURRENT CERTIFICATES IN THE PANTHEON NAME. Issued and outstanding Pantheon certificates will represent rights in Pantheon Cayman. Stockholders may, if they like, submit their stock certificates to our transfer agent, Continental Stock Transfer and Trust Company, 17 Battery Place, New York, New York 10004 (212-509-4000), for new share certificates and entry into the Registrar of Members of Pantheon Cayman, subject to normal requirements as to proper endorsement, signature guarantee, if required, and payment of applicable taxes.

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If you have lost your certificate, you can contact our transfer agent to have a new certificate issued. You may be requested to post a bond or other security to reimburse us for any damages or costs if the lost certificate is later delivered for sale or transfer.

Differences of Stockholder Rights

At the effective time of the continuance, the Memorandum of Association and Articles of Association of Pantheon Cayman will become the governing documents of the continued corporation. Your rights as a shareholder of Pantheon are governed by Delaware law and Pantheon’s Certificate of Incorporation and bylaws until the completion of the redomestication. After the redomestication, your rights will be governed by Cayman Islands law and Pantheon Cayman’s Memorandum of Association and Articles of Association.

The principal attributes of Pantheon common stock and Pantheon Cayman’s ordinary shares will be similar. However, there are differences between your rights under Delaware law and Cayman Islands law, which is modeled on the laws of England and Wales. In addition, there are differences between Pantheon’s Certificate of Incorporation and bylaws and Pantheon Cayman’s Memorandum of Association and Articles of Association. The following discussion is a summary of material changes in your rights resulting from the redomestication. This summary is not complete and does not cover all of the differences between Cayman Islands law and Delaware law affecting corporations and their shareholders or all the differences between Pantheon’s Certificate of Incorporation and bylaws and Pantheon Cayman’s Memorandum of Association and Articles of Association. Pantheon Cayman believes this summary is accurate. It is, however, subject to the complete text of the relevant provisions of the Companies Law (2007 Revision) of the Cayman Islands, or the Companies Law, the Delaware General Corporation Law, or the “DGCL”, Pantheon’s Certificate of Incorporation and bylaws and Pantheon Cayman’s Memorandum of Association and Articles of Association. You are encouraged to read those laws and documents. Forms of Pantheon Cayman’s Memorandum of Association and Articles of Association are attached to this proxy statement/prospectus as Appendix C.

Shareholder Approval of Future Business Combinations

Pantheon		Pantheon Cayman
Under the DGCL, a merger or consolidation involving the corporation, a sale, lease, exchange or other disposition of all or substantially all of the property of the corporation, or a dissolution of the corporation, is generally required to be approved by the holders of a majority of the shares entitled to vote on the matter, unless the charter provides otherwise. In addition, mergers in which an acquiring corporation owns 90% or more of each class of stock of a corporation may be completed without the vote of the acquired corporation’s board of directors or shareholders.		Unlike Delaware law, Cayman Islands law does not include a statutory merger procedure. The Companies Law does, however, provide for a procedure known as a “scheme of arrangement.” A scheme of arrangement requires the consent of the Cayman Islands court and approval by holders of affected shares: (a) representing a majority in number of the shareholders (or class of shareholders) present at the meeting held to consider the arrangement and (b) holding at least 75% of all the affected shares other than those held by the acquiring party, if any. If a scheme of arrangement receives all of the necessary consents, all affected shareholders would be compelled to deal with their shares under the terms of the scheme of arrangement.

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Pantheon		Pantheon Cayman
Unless the certificate of incorporation of the surviving corporation provides otherwise, Delaware law does not require a shareholder vote of the surviving corporation in a merger if: (i) the merger agreement does not amend the existing certificate of incorporation; (ii) each share of stock of the surviving corporation outstanding immediately before the transaction is an identical outstanding share after the merger; and (iii) either (x) no shares of common stock of the surviving corporation (and no shares, securities or obligations convertible into such stock) are to be issued in the merger; or (y) the shares of common stock of the surviving corporation to be issued in the merger (including shares issuable upon conversion of any other shares, securities or obligations to be issued in the merger) do not exceed 20% of the shares of common stock of the surviving corporation outstanding immediately prior to the transaction.		The Companies Law provides that when an offer is made for ordinary shares of a Cayman Islands company and, within four months of the offer, the holders of not less than 90% of those shares subject to the offer accept, the offeror may, for two months after that four-month period, require the remaining ordinary shareholders to transfer their ordinary shares on the same terms as the original offer. However, a Cayman Islands exempted company could acquire a Delaware or other U.S. company through the use of a subsidiary.
The Certificate of Incorporation of Pantheon currently requires Pantheon to submit any “business combination” to the holders of common stock for approval and, in the event a majority of the outstanding shares of common stock cast at the meeting to approve the business combination are voted for the approval of the business combination, Pantheon shall be authorized to consummate any business combination (subject to any additional vote required by law); provided that Pantheon shall not consummate any business combination if the holders of 20% or more of the outstanding shares of common stock exercise their right under the Certificate of Incorporation to convert their shares. The conversion of 929,613 shares (or approximately 16.2% of the shares issued in the initial public offering) in connection with the Extension Amendment has not changed the percentage of shares that can convert in connection with the business combination. The term “business combination” means the acquisition by Pantheon, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of an operating business.

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Special Vote Required for Combinations with Interested Shareholders

Pantheon		Directors
Section 203 of the DGCL provides a corporation subject to that statute may not engage in a business combination with an interested shareholder for a period of three years after the time of the transaction in which the person became an interested shareholder.		A director who is interested, directly or indirectly, in a contract or arrangement or proposed contract or arrangement with Pantheon Cayman shall declare such interest at the first meeting of the Board. Following such declaration, subject to any requirement for Audit Committee approval and/or disqualification by the chairperson, the director may vote in respect of such contract or arrangement.
The prohibition on business combinations with interested shareholders does not apply in some cases, including if:
•   the board of directors of the corporation, prior to the time of the transaction in which the person became an interested shareholder, approves either the business combination or the transaction in which the shareholder becomes an interested shareholder;
•   the transaction which made the person an interested shareholder resulted in the interested shareholder owning at least 85% of the voting stock of the corporation; or
•   the board of directors and the holders of at least 66 2/3% of the outstanding voting stock not owned by the interested shareholder approve at an annual or special meeting of stockholders, and not by written consent, the business combination on or after the time of the transaction in which the person became an interested shareholder.
The DGCL generally defines an interested shareholder to include any person who (a) owns 15% or more of the outstanding voting stock of the corporation or (b) is an affiliate or associate of the corporation and owned 15% or more of the outstanding voting stock of the corporation at any time within the previous three years, and the affiliates and associates of such person.
The restrictions on business combinations contained in Section 203 will not apply if, among other reasons, the corporation elects in its original certificate of incorporation not to be governed by that section or if the corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by Section 203 (and any such amendment so adopted shall be effective immediately in the case of a corporation that both has never had a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders).

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Appraisal Rights and Compulsory Acquisition

Pantheon		Pantheon Cayman
Under the DGCL, a shareholder of a corporation does not have appraisal rights in connection with a merger or consolidation, if, among other things:		The Companies Law does not provide for appraisal rights. However, in connection with the compulsory transfer of shares to a 90% shareholder of a Cayman corporation following a general offer as described under “ — Shareholder Approval of Future Business Combinations,” a minority shareholder may apply to the court within one month of receiving notice of the compulsory transfer objecting to that transfer. In these circumstances, the burden is on the minority shareholder to show that the court should exercise its discretion to prevent the compulsory transfer. Pantheon Cayman has been advised that the court is unlikely to grant any relief in the absence of bad faith, fraud, unequal treatment of shareholders or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.
•   the corporation’s shares are listed on a national securities exchange or held of record by more than 2,000 shareholders; or
•   the corporation will be the surviving corporation of the merger, and no vote of its shareholders is required to approve the merger.
Notwithstanding the above, a shareholder is entitled to appraisal rights in the case of a merger or consolidation effected under certain provisions of the DGCL if the shareholder is required to accept in exchange for the shares anything other than:
•   shares of stock of the corporation surviving or resulting from the merger or consolidation;
•   shares of stock of any other corporation that on the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 shareholders; or
•   cash instead of fractional shares of the corporation.
The Pantheon securities are currently listed on the OTCBB. Following consummation of the business combination, Pantheon Cayman intends to apply to list the Pantheon Cayman securities on the NYSE, or elsewhere at an appropriate time.

Shareholder Consent to Action Without a Meeting

Pantheon		Pantheon Cayman
Under the DGCL, unless otherwise provided in the Certificate of Incorporation, any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting without prior notice and without a vote if written consent to the action is signed by the holders of outstanding stock having the minimum number of votes necessary to authorize or take the action at a meeting of the shareholders at which all shares entitled to vote thereon were present and voted, and is duly delivered to the corporation. Pantheon’s Certificate of Incorporation does not restrict its shareholders from taking action by written consent.		Subject to its articles, Pantheon Cayman’s shareholders may take action by way of unanimous written resolution.

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Special Meetings of Shareholders

Pantheon		Pantheon Cayman
Under the DGCL, a special meeting of shareholders may be called by the board of directors or by persons authorized in the Certificate of Incorporation or the bylaws. Pantheon’s Certificate of Incorporation provides that a special meeting of shareholders may be called only by a majority of the board of directors of Pantheon.		Under Pantheon Cayman’s memorandum and articles, an extraordinary general meeting of Pantheon Cayman may be called only by a majority of the Board, the chairman of the board, or by members holding not less than seventy-five percent (75%) of the issued shares.

Distributions and Dividends; Repurchases and Redemptions

Pantheon		Pantheon Cayman
Under the DGCL, a corporation may pay dividends out of surplus and, if there is no surplus, out of net profits for the current and/or the preceding fiscal year, unless the net assets of the corporation are less than the capital represented by issued and outstanding shares having a preference on asset distributions. Surplus is defined in the DGCL as the excess of the “net assets” over the amount determined by the board of directors to be capital. “Net assets” means the amount by which the total assets of the corporation exceed the total liabilities. A Delaware corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by the purchase or redemption. A corporation may, however, purchase or redeem out of capital its own shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced.		The Companies Law does not regulate the source of funds that may be used by Pantheon Cayman to declare and pay dividends. The Common Law requires that dividends be declared and paid out of profits.
		Under the Companies Law, the board of directors of Pantheon Cayman may pay dividends to the shareholders out of Pantheon Cayman’s “share premium account,” which represents the excess of the price paid to Pantheon Cayman on issue of its shares over the par or “nominal” value of those shares, which is similar to the U.S. concept of additional paid in capital. However, no dividends may be so paid if, after payment, Pantheon Cayman would not be able to pay its debts as they come due in the ordinary course of business.
		Under the Companies Law, shares of a Cayman Islands company may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue of shares made for that purpose or out of capital, provided the company’s articles authorize this and it has the ability to pay its debts as they come due in the ordinary course of business.

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Vacancies on Board of Directors

Pantheon		Pantheon Cayman
Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director unless otherwise provided in the certificate of incorporation or bylaws. Pantheon’s certificate provides that, subject to any rights of holders of any series of preferred stock then outstanding to elect additional directors, a vacancy or a newly created directorship may only be filled only by the board of directors, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director.		Pantheon Cayman’s articles provide that a vacancy may be filled by the vote of the remaining directors or by a special resolution, namely, the affirmative vote of not less than seventy-five per cent (75%) of the votes cast by the shareholders in the meeting at which such director is removed.

Removal of Directors; Staggered Term of Directors

Pantheon		Pantheon Cayman
Under the DGCL, except in the case of a corporation with a classified board or with cumulative voting, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.		Pantheon Cayman’s articles provide for a classified board with staggered three-year terms. Further, Pantheon Cayman’s articles provide that a special resolution, namely, the affirmative vote of not less than seventy-five per cent (75%) of the votes cast by the shareholders in the relevant meeting would generally be required to remove a director.

Inspection of Books and Records

Pantheon		Pantheon Cayman
Under the DGCL, any shareholder may inspect the corporation’s books and records for a proper purpose.		Shareholders of a Cayman Islands company have no general rights to inspect or obtain copies of the list of shareholders or corporate records of a company (other than the register of mortgages and charges). The board of directors of Pantheon Cayman may establish procedures or conditions regarding these inspection rights for the following purposes:
		•   protecting the interests of Pantheon Cayman;
		•   protecting the confidentiality of the information contained in those books and records; or
		•   protecting any other interest of Pantheon Cayman that the board of directors deems proper.

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Amendment of Governing Documents

Pantheon		Pantheon Cayman
Under the DGCL, a certificate of incorporation may be amended if:		Subject to the Companies Law and to Pantheon Cayman’s memorandum and articles, Pantheon Cayman’s memorandum and articles may only be amended by a special resolution, namely the affirmative vote of not less than seventy-five percent (75%) of the votes cast by the shareholders at the meeting convened to approve such amendments. Pantheon Cayman’s board of directors may not effect amendments to Pantheon Cayman’s articles on its own.
•   the board of directors adopts a resolution setting forth the proposed amendment, declares the advisability of the amendment and directs that it be submitted to a vote at a meeting of shareholders; and
•   the holders of at least a majority of shares of stock entitled to vote on the matter, and a majority of the outstanding stock of each class entitled to vote thereon as a class, approve the amendment, unless the Certificate of Incorporation requires the vote of a greater number of shares.
In addition, under the DGCL, the holders of the outstanding shares of a class are entitled to vote as a class on an amendment, whether or not entitled to vote thereon by the Certificate of Incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of the class so as to affect them adversely. Class voting rights do not exist as to other extraordinary matters, unless the Certificate of Incorporation provides otherwise. Except with respect to the approval of a “business combination,” Pantheon’s Certificate of Incorporation does not provide otherwise. Under the DGCL, the board of directors may amend bylaws if so authorized by the Certificate of Incorporation. The shareholders of a Delaware corporation also have the power to amend bylaws. Pantheon’s Certificate of Incorporation authorizes the board of directors (by the vote of a majority of the total number of authorized directors) to alter, amend or repeal its bylaws and also provides that the shareholders of Pantheon may alter, amend or repeal its by-laws by the affirmative vote of a majority of the outstanding voting stock of Pantheon entitled to vote generally in the election of directors, voting together as a single class.

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Indemnification of Directors and Officers

Pantheon		Pantheon Cayman
Delaware law generally permits a corporation to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, other than an action brought by or on behalf of the corporation, and against expenses actually and reasonably incurred in the defense or settlement of a derivative action, provided that there is a determination that the individual acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. That determination must be made, in the case of an individual who is a director or officer at the time of the determination:		Cayman Islands law does not limit the extent to which a company’s articles of association may provide for the indemnification of its directors, officers, employees and agents except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy. For instance, provision purporting to provide indemnification against the consequences of committing a crime may be deemed contrary to public policy. In addition, an officer or director may not be indemnified for his or her own fraud, willful neglect or willful default.
•   by a majority of the disinterested directors, even though less than a quorum;		Pantheon Cayman’s articles make indemnification of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of Pantheon Cayman to the fullest extent permitted by law.
•   by a committee of disinterested directors, designated by a majority vote of disinterested directors, even though less than a quorum;
•   by independent legal counsel, if there are no disinterested directors or if the disinterested directors so direct; or
•   by a majority vote of the shareholders, at a meeting at which a quorum is present.
Without court approval, however, no indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation.
Delaware law requires indemnification of directors and officers for expenses relating to a successful defense on the merits or otherwise of a derivative or third-party action. Delaware law permits a corporation to advance expenses relating to the defense of any proceeding to directors and officers. With respect to officers and directors, the advancement of expenses is contingent upon those individuals’ commitment to repay any advances if it is ultimately determined that such person is not entitled to be indemnified by the corporation.
Pantheon’s certificate makes indemnification of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of Pantheon to the fullest extent permitted by law.

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Limited Liability of Directors

Pantheon		Pantheon Cayman
Delaware law permits corporations to adopt a provision limiting or eliminating the monetary liability of a director to a corporation or its shareholders by reason of a director’s breach of the fiduciary duty of care. Delaware law does not permit any limitation of the liability of a director for:		The Companies Law has no equivalent provision to Delaware law regarding the limitation of director’s liability; however, Cayman law will not allow the limitation of a director’s liability for his or her own fraud, willful neglect or willful default. Pantheon Cayman’s articles follow closely current provisions of Delaware law and provide that the directors shall have no personal liability to Pantheon Cayman or its shareholders for monetary damages for breach of fiduciary duty as a director, except in the same circumstances as described for Delaware corporations.
•   breaching the duty of loyalty to the corporation or its shareholders;
•   failing to act in good faith;
•   engaging in intentional misconduct or a known violation of law;
•   obtaining an improper personal benefit from the corporation; or
•   paying a dividend or effecting a stock repurchase or redemption that was illegal under applicable law.
Pantheon’s certificate eliminates the monetary liability of a director to the fullest extent permitted by Delaware law.

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Shareholders’ Suits

Pantheon		Pantheon Cayman
Delaware law requires only that the shareholder bringing a derivative suit must have been a shareholder at the time of the wrong complained of or that the stock was transferred to him by operation of law from a person who was such a shareholder. In addition, the shareholder must remain a shareholder throughout the litigation.		The Cayman Islands courts have recognized derivative suits by shareholders; however, the consideration of those suits has been limited. In this regard, the Cayman Islands courts ordinarily would be expected to follow English precedent, which would permit a minority shareholder to commence an action against or a derivative action in the name of the company only:
		•   where the act complained of is alleged to be beyond the corporate power of the company or illegal;
		•   where the act complained of is alleged to constitute a fraud against the minority perpetrated by those in control of the company;
		•   where the act requires approval by a greater percentage of the company’s shareholders than actually approved it; or
		•   where there is an absolute necessity to waive the general rule that a shareholder may not bring such an action in order that there not be a denial of justice or a violation of the company’s memorandum of association.

Advance Notification Requirements for Proposals of Shareholders

Pantheon		Pantheon Cayman
Pantheon’s bylaws require shareholders wishing to nominate directors or propose business for a shareholders’ meeting to give advance notice to the company. To be timely, a stockholders notice must be received not less than 120 calendar days in advance of the date in the current fiscal year that corresponds to the date in the preceding fiscal year on which Pantheon’s notice of meeting and proxy statement were released to stockholders in connection with the previous year’s annual meeting. The notice must also include specified information with respect to the stockholder proposing the business or making the nomination as well as specified information regarding the business proposal or the proposal nominee.		Pantheon Cayman’s articles provide that the nature of any special resolution (requiring the affirmative vote of not less than seventy-five percent (75%) of the votes cast at the relevant meeting) to be proposed at any general meeting of shareholders be set out in the notice convening the general meeting.

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Cumulative Voting

Pantheon		Pantheon Cayman
Under Delaware law, a corporation’s certificate of incorporation may provide that at all elections of directors, or at elections held under specified circumstances, each shareholder is entitled to cumulate the shareholder’s votes. Pantheon’s certificate does not provide for cumulative voting for the election of directors.		Pantheon Cayman’s articles provide that on a poll, each shareholder is entitled to one vote for each share registered in that shareholder’s name.

Defenses Against Hostile Takeovers

Pantheon Cayman’s articles provide that directors can be removed from office by a special resolution, which is a resolution that has been passed by a majority of not less than three-quarter (75%) of the shareholders, being entitled to do so, voting in person or by proxy at a meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. The board of directors does not have the power to remove directors. Vacancies on the board of directors may be filled by a majority of the remaining directors or by a special resolution of shareholders. Each of these provisions can delay a shareholder from obtaining majority representation on the board of directors.

The articles provide that the board of directors will consist of at least three directors, the maximum number to be set from time to time by the board of directors. Accordingly, the board of directors, and not the shareholders, has the authority to determine the maximum number of directors and could delay any shareholder from obtaining majority representation on the board of directors by enlarging the board of directors and filling the new vacancies with its own nominees until a general meeting at which directors are to be appointed.

The Pantheon Cayman board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of issue of a class or series, to from time to time issue any other classes or series of shares with the designations and relative powers, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or terms or conditions of redemption as they consider fit. The Pantheon Cayman board of directors could authorize the issuance of preference shares with terms and conditions that could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares might believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares. No preference shares have been issued as of the date of this proxy statement/prospectus.

As a Cayman Islands incorporated company, Pantheon Cayman is not subject to Section 203 of the Delaware General Corporation Law, which restricts business combinations with interested shareholders.

Rights of Minority Stockholders

Under Cayman Islands law, an acquiring party is generally able to acquire compulsorily the ordinary shares of minority holders in one of two ways:

By a procedure under the Companies Law known as a “scheme of arrangement.”

A scheme of arrangement is made by obtaining the consent of the Cayman Islands exempted company, the consent of the court and approval of the arrangement by holders of affected shares (1) representing a majority in number of the shareholders present at the meeting (or meetings) held to consider the arrangement and (2) holding at least 75% of all the issued shares of each class of affected shareholders other than those held by the acquiring party, if any. If a scheme of arrangement receives all necessary consents, all holders of affected shares of a company would be compelled to deal with their shares under the terms of the scheme of arrangement.

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By acquiring pursuant to a tender offer 90% of the ordinary shares not already owned by the acquiring party.

If an acquiring party has, within four months after the making of an offer for all the ordinary shares not owned by the acquiring party, obtained the approval of not less than 90% of all the shares to which the offer relates, the acquiring party may, at any time within two months after the end of that four month period, require any non-tendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, non-tendering shareholders will be compelled to sell their shares, unless within one month from the date on which the notice to compulsorily acquire was given to the non-tendering shareholder, the non-tendering shareholder is able to convince the court to order otherwise.

Transfer of Pantheon Cayman’s Securities Upon Death of Holder

Under Pantheon Cayman’s articles, the legal representative of a deceased sole holder of a share shall be the only person recognized by the company as having title to the share. In the case of a share registered in the name of two or more holders, the survivor or the survivors, or the legal personal representative of the deceased holder, shall be the only person(s) recognized by the company as having any title to the share.

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THE INCENTIVE PLAN PROPOSAL

The discussion in this proxy statement/prospectus of the Incentive Plan is subject to, and is qualified in its entirety by reference to, the Incentive Plan. The full text of the Incentive Plan is attached hereto as Appendix B, which is incorporated by reference herein.

Adoption of the Incentive Plan

Pursuant to the Acquisition Agreement, all stock options granted under the China Stem Cells Holdings Limited Share Option Scheme (the “2006 Scheme”) will be amended upon the completion of the business combination such that, in lieu of being exercisable for ordinary shares of CSC, these stock options will become exercisable from time to time for up to 3,573,314 ordinary shares of Pantheon Cayman. See “The Acquisition Agreement — Business Combination with CCBS; Acquisition Consideration”. We plan to terminate and replace the 2006 Scheme with the Incentive Plan. It is contemplated that the 2006 Scheme will be terminated and be replaced by the Incentive Plan immediately following the Acquisition. In addition, in voting to approve the adoption of the Incentive Plan, a stockholder will be voting to refresh the limit of shares available for grant under the Incentive Plan, meaning that existing options held by CCBS employees will not be counted against the 9,062,324 options available for grants mentioned above.

General Description of the Incentive Plan

The following sets forth the major terms of the Incentive Plan:

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Regulation on PRC Resident’s Participation of Share Option Plan Offered by an Offshore Company

The regulations governing foreign exchange matters of PRC residents promulgated by the People’s Bank of China require an employee share option plan offered by an offshore listed company to be filed with and approved by SAFE. A special bank account will be opened in the PRC for the purpose of receiving, and subsequent allocation to the participating PRC residents of the proceeds or dividends derived from such share option plan. When the Incentive Plan becomes effective, Pantheon Cayman will be required to make the requisite filing and open a special bank account so as to fulfill these regulatory requirements.

THE ADJOURNMENT PROPOSAL

In the event there are not sufficient votes for, or otherwise in connection with, the adoption of the Acquisition Agreement and the transactions contemplated thereby, the Pantheon board of directors may adjourn the special meeting to a later date, or dates, if necessary, to permit further solicitation of proxies. In no event will Pantheon seek adjournment which would result in soliciting of proxies, having a stockholder vote, or otherwise consummating a business combination after September 30, 2009.

The board of directors recommends a vote “FOR” adoption of the Adjournment Proposal.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF CCBS

The following selected consolidated financial data, other than pro forma financial information, have been derived from the audited consolidated financial statements of CCBS as of March 31, 2007 and 2008 and for the years ended March 31, 2006, 2007 and 2008 and the unaudited financial statements of CCBS as of September 30, 2008 and for the six months ended September 30, 2007 and 2008, included elsewhere in this proxy statement/prospectus, and the audited consolidated financial statements of CCBS as of and for the years ended March 31, 2005 and 2006 which are not included in this proxy statement/prospectus. The consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The consolidated statement of operations and statement of cash flow data for the years ended March 31, 2006, 2007 and 2008 and the six months ended September 30, 2007 and 2008, and CCBS’s consolidated balance sheet data as of March 31, 2007 and 2008 and September 30, 2008 are included elsewhere in this proxy statement/prospectus. Golden Meditech, CCBS’s current majority shareholder, invested in CCBS’s operating subsidiary, Jiachenhong, in September 2003 and sufficient reliable historical financial information of Jiachenhong for the periods before September 2003 is not available. Therefore, we are unable to provide selected consolidated financial information of CCBS for the year ended March 31, 2004 without reasonable efforts and expenses. The results of operations of CCBS in any period may not necessarily be indicative of the results that may be expected for any future period. See “Risk Factors” included elsewhere in this proxy statement/prospectus. The selected consolidated financial information for those periods and as of those dates should be read in conjunction with those consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCBS” included elsewhere in this proxy statement/prospectus.

		For the Year Ended March 31,																				For the Six Months Ended September 30,
		2005				2006				2007				2008				2008				2007				2008				2008
		RMB				RMB				RMB				RMB				$				RMB				RMB				$
		(In Thousands Except per Share and Operating Data)
Selected statement of operation data:
Revenues			2,524				6,032				12,722				233,081				34,328				147,438				81,935				12,067
Gross (loss)/profit			(859	)			882				5,087				172,346				25,383				108,553				59,760				8,801
Operating (loss)/income(1)			(5,462	)			(24,944	)			(17,038	)			125,403				18,469				85,751				33,735				4,968
Net (loss)/income(2)(3)			(4,267	)			(18,059	)			(9,578	)			117,010				17,233				77,262				(12,260	)			(1,806	)
Net (loss)/income attributable per ordinary share, basic			(0.04	)			(0.18	)			(0.11	)			0.57				0.08				0.41				(0.15	)			(0.02	)
Net (loss)/income attributable per ordinary share, diluted			(0.04	)			(0.18	)			(0.11	)			0.55				0.08				0.40				(0.15	)			(0.02	)
Net income attributable per redeemable ordinary share, basic			—				—				0.38				1.24				0.18				0.74				0.16				0.02
Net income attributable per redeemable ordinary share, diluted			—				—				0.38				1.22				0.18				0.73				0.16				0.02
Pro forma net (loss)/income attributable per ordinary share(4), basic			N/A*				N/A*				(0.08	)			0.73				0.11				0.49				(0.08	)			(0.01	)
Pro forma net (loss)/income attributable per ordinary share(4), diluted			N/A				N/A				(0.08	)			0.71				0.10				0.47				(0.08	)			(0.01	)
Selected operating data:
New subscriber sign-ups			2,873				6,574				12,347				26,060								9,964				14,789
New donations accepted			151				1,177				1,412				693								495				227
Total units stored (end of period)(5)			9,396				17,147				30,906				58,912								42,618				73,928
Units deposited by subscribers (end of period)(5)			4,401				10,975				23,322				49,382								33,286				64,171
Units contributed by donors (end of period)(5)			4,995				6,172				7,584				9,530	(6)							9,332				9,757