UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC ~~D.C.~~ 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE ~~13A~~ 13a-16 OR ~~15D~~15d-16 UNDER

~~UNDER~~ THE SECURITIES EXCHANGE ACT OF 1934

~~Date of Report (Date of earliest event reported):~~ For April 28 29, ~~2006~~2008

~~SHANGHAI~~Commission File ~~CENTURY~~No. ~~ACQUISITION CORPORATION~~001-32860

Shanghai Century Acquisition Corporation

~~(Exact~~23rd Floor, Shun ~~name~~Ho ofTower, ~~registrant~~24-30 asIce ~~specified~~House inStreet, ~~its charter)~~Central,

Cayman Islands
(State or Other Jurisdiction of Incorporation
	Suite 1002, 10th Floor 34 Lyndhurst Terrace Central, Hong Kong SAR China
(Address of Principal Executive Offices)

Hong Kong SAR, China

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F
or Form 40-F:	x Form 20-F	[ ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):	[ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):	[ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:	[ ] Yes	x No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):	n/a

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)

~~Item~~Indicate by ~~1.01~~check ~~Entry~~mark ~~into~~whether athe ~~Material~~registrant ~~Definitive~~files ~~Agreement~~or will file annual reports under cover Form 20-F or Form 40-F.

OnForm 20-F x ~~April 28, 2006, the registrant entered into the agreements set forth below. The form of each agreement was filed as an exhibit to the registrant’s registration statement on~~ Form F40-1F ~~(333-130260) and the agreements entered into were substantially identical to the last form of each agreement filed as on exhibit to the registration statement, as amended.~~o

~~Unit~~Indicate by ~~Purchase~~check ~~Option~~mark if the registrant ~~Agreement~~is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

~~The~~Indicate by ~~registrant~~check ~~entered~~mark ~~into~~if ~~a Unit Purchase Option Agreement with I-Bankers Securities Incorporated, WR Hambrecht + Co and Ladenburg Thalmann & Co. Inc. (~~the ~~“Representatives”) where the~~ registrant ~~agreed~~is tosubmitting ~~sell to~~ the ~~Representatives,~~Form ~~for~~6-K ~~$100,~~in anpaper ~~option~~as ~~to purchase up to a total of 1,000,000 units. The units issuable upon exercise of this option are identical to those offered~~ permitted by ~~the~~Regulation ~~registrant~~S-T inRule ~~its initial public offering, which was consummated on April 28, 2006~~ 101(~~the “IPO”~~b) ~~except that the exercise price of the redeemable warrants will be $~~(7.50 per share. This option is exercisable at $10.00 per unit commencing on the later of the consummation of a business combination or April 25, 2007 and expiring April 25, 2011. The option may not be sold, transferred, assigned, pledged or hypothecated for a period of one hundred eighty days from the effective date of): the registrant’s registration statement except to officers and partners of the Representatives and members of the selling group and or their officers and partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from April 25, 2006 with respect to the registration under the Securities Act of 1933, as amended, of the securities directly and indirectly issuable upon exercise of the option. The registrant will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a share dividend, or the registrant’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares, preferred shares or other securities at a price below its exercise price. _____

~~Warrant~~Indicate by ~~Agreement~~check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

The registrant issued redeemable warrants in the IPO. The redeemable warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the registrant. A description of the redeemable warrants is contained in the registrant’s registration statement related to the IPO.Yes ¨ No x

~~Investment~~If “Yes” marked, ~~Management~~indicate ~~Trust~~below ~~Agreement~~the file number assigned to the registrant in connection with Rule 12g3-2(b):

The registrant entered into an Investment Management Trust Agreement with Continental Stock Transfer & Trust Company. Pursuant to this agreement $109,250,000 of the proceeds from the IPO (including $3,300,000 attributable to deferred underwriting compensation) were placed in a trust account at JP Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust Company. Other than one-half of the interest income, which may be released to the registrant each calendar quarter to fund working capital and general corporate requirements, the proceeds will not be released until the earlier of the completion of a business combination involving the registrant or the liquidation of the registrant. Events

~~Share~~On April 29, ~~Escrow~~2008, ~~Agreement~~Shanghai Century Acquisition Corporation issued a press release announcing the results of the vote to acquire the outstanding shares of Asia Leader Investments Limited proposed at its Annual and Extraordinary Meeting of Shareholders on April 28, 2008. The press release is furnished as Exhibit 99.1 to this Report of Foreign Issuer on Form 6-K.

The registrant entered into a Share Escrow Agreement with Continental Stock Transfer & Trust Company and all of the holders of the registrant’s ordinary shares prior to the IPO. Pursuant to this agreement, all of the shares of the registrant’s ordinary shares outstanding prior to April 24, 2006 were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the earliest of:Exhibits

•99.1 ~~six~~Press ~~months~~Release ~~after~~dated ~~the consummation of a business combination with respect to 20% of the ordinary shares held in the escrow account; •~~ April 2429, 2009 with respect to the remaining 80% of the shares held in the escrow account; or • the consummation of a liquidation, merger, stock exchange or other similar transaction that results in all of the registrant’s shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to the registrant’s consummating a business combination with a target business.2008

~~During~~The information ~~the~~in ~~escrow~~this ~~period~~Report, including the ~~holders~~exhibit offurnished ~~these~~herewith ~~shares~~, ~~will~~ shall not be ~~able~~deemed to ~~sell~~be or“filed” ~~transfer their shares except to their spouses and children, trusts or family partnerships established~~ for ~~their~~the ~~benefit,~~purposes orof toSection a18 ~~transferee~~of ~~that~~the ~~does~~Securities Exchange ~~not~~Act ~~affect~~of ~~beneficial ownership~~1934, ~~but will retain all other rights~~ as ~~the registrant’s shareholders~~amended, ~~including,~~or ~~without~~otherwise ~~limitation,~~subject ~~the right~~ to ~~vote their ordinary shares and~~ the ~~right~~liabilities toof that ~~receive cash dividends, if declared~~Section. If ~~dividends~~It ~~are~~shall ~~declared~~not ~~and~~be ~~payable~~deemed inincorporated ~~ordinary~~by ~~shares,~~reference ~~such dividends will also be placed~~ in ~~escrow. If~~any ~~the~~filing under ~~registrant is unable to effect a business combination and liquidate, none of~~ the ~~registrant’s~~Securities ~~existing~~Act ~~shareholders will receive any portion~~ of ~~the~~1933, ~~liquidation~~as ~~proceeds~~amended, ~~with~~except ~~respect~~as toshall ~~the~~be ~~ordinary~~expressly set forth ~~shares owned~~ by ~~them~~specific ~~prior~~reference toin ~~April~~such ~~24,~~a ~~2006~~filing.

~~Registration Rights Agreement~~SIGNATURE

~~The registrant entered into a Registration Rights Agreement with holders of its ordinary shares immediately prior~~ Pursuant to the ~~IPO. The holders~~ requirements of the Securities Exchange Act ~~majority~~ of ~~these~~1934, ~~shares will be entitled to make up to three demands that~~ the registrant has ~~register~~duly caused ~~these shares for resale pursuant to~~ this ~~agreement. The~~report ~~holders of the majority of these shares may elect~~ to ~~exercise~~be ~~these~~signed ~~registration~~on ~~rights~~its atbehalf ~~any~~by ~~time after~~ the ~~date on which these ordinary shares are released from escrow. In addition~~undersigned, ~~these shareholders have certain “piggy-back” registration rights on registration statements filed subsequent to the date on which these ordinary shares are released from escrow~~thereunto duly authorized. ~~The registrant will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Letter~~Shanghai ~~Agreement~~Century Acquisition Corporation By: /s/ Franklin Chu Name: Franklin Chu Title: Co-Chief Executive Officer

The registrant entered into a Letter Agreement regarding administrative support with FDC Consultants Limited, an affiliate of Mr. Franklin D. Chu, our co-chief executive officer. FDC Consultants Limited has agreed that, commencing on Dated: April 2429, 2006 through the acquisition of a target business, it will make available to the registrant a small amount of office space and certain office and secretarial services, as the registrant may require from time to time. The registrant has agreed to pay FDC Consultants Limited $7,500 per month for these services2008

Item 8.01 Other Events

On April 28, 2006, the Company announced the closing of the Company’s initial public offering for 14,375,000 units (including 1,875,000 units subject to the underwriters’ over allotment option, which was exercised in full). Each unit consists of one ordinary share, par value $.0005 and one warrant. The units were sold at an offering price of $8.00, generating gross proceeds to the Company of $115,000,000. I-Bankers Securities Incorporated, WR Hambrecht + Co and Ladenburg Thalmann & Co. Inc. acted as the managing underwriters for the initial public offering. The Company’s units began trading on the American Stock Exchange on Tuesday, April 25, 2006 shortly after the Company’s registration statement was declared effective by the Securities and Exchange Commission. The press release announcing the closing of the initial public offering is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable. (b) Not applicable. (c) The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number		Description of Exhibit
99.1		Press Release dated May 4, 2006

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Shanghai Century Acquisition Corporation

Date: May 4, 2006	By:	/s/ Franklin D. Chu
	Name:	Franklin D. Chu
	Title:	Co-Chief Executive Officer

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