UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1922, 2009

ALYST ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33563	20-5385199
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

233 East 69th Street, #6J New York, New York	10021
(Address of Principal Executive Offices)	(Zip Code)

(646) 290-6104

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items to be Included in this Report

Item 18.01 ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Events

~~On June 19, 2009,~~ Alyst Acquisition Corp. (“Alyst”) orissued ~~the~~a ~~“Company”)~~press release on June 22, 2009 announcing that it has entered into ~~Amendment~~ ~~No.~~privately-negotiated 3arrangements ~~(the~~with ~~“Amendment”)~~certain of its existing stockholders in order to secure the ~~Agreement~~necessary ~~and~~favorable ~~Plan~~vote at its Special Meeting of ~~Merger,~~Stockholders ~~dated~~that aswill allow the proposed business combination to proceed. As of ~~August~~June 1322, ~~2008~~2009, asAlyst ~~amended~~has (agreed to repurchase more than 71% of the ~~“Merger~~common ~~Agreement”),~~shares held by ~~and~~its ~~among~~public ~~the~~stockholders ~~Company,~~after ~~China~~the ~~Networks~~closing ~~Media~~of ~~Limited~~the ~~(“China~~proposed ~~Networks”),~~business combination with China Networks ~~International~~Media, ~~Holdings~~ Ltd. (“~~CNIH~~China Networks”), ~~China~~for ~~Networks~~aggregate ~~Merger~~consideration ~~Co.~~of ~~Ltd.,~~approximately ~~MediaInv~~$45 ~~Ltd~~million., The ~~Kerry~~holders ~~Propper~~of such shares have agreed to vote in favor of the business combination and Lirelated ~~Shuangqing~~proposals to be considered at the Special Meeting of Stockholders on Wednesday, June 24, 2009.

~~Pursuant~~As toannounced ~~the~~by ~~Amendment~~Alyst on June 19, 2009, the ~~consideration~~arrangements todescribed beabove ~~received~~will bynot decrease the ~~common~~amount ~~shareholders~~of ordinary shares of China Networks ~~upon~~International ~~consummation~~Holdings, Ltd. of (the ~~Merger~~post-merger ~~Agreement~~surviving ~~will~~entity ~~not~~(“CNIH”)) ~~include~~due ~~any~~to amended merger agreement ~~cash. Prior~~terms towith China Networks that reduce the ~~Amendment,~~amount of cash consideration and increase the ~~Merger~~amount ~~Agreement~~of ~~provided~~stock consideration. For each Alyst share converted for trust proceeds or repurchased pursuant to the arrangements with Alyst stockholders, the common ~~shareholders~~stockholders of China Networks towill receive aone ordinary ~~total~~share of ~~$10~~CNIH. However,~~000~~ such arrangements,~~000~~ together with payments to stockholders who elect to convert their shares in connection with the Special Meeting procedures, will decrease the amount of cash available to ~~upon~~CNIH post-merger. CNIH and China Networks expect to raise additional capital, either debt or equity, post-merger in the ~~closing~~public or private markets to secure the necessary working capital to fund ongoing operations.

InA ~~lieu of~~copy ~~such cash consideration, the common shareholders~~ of ~~China Networks will~~ ~~receive as a group, one additional ordinary share of CNIH,~~ the ~~surviving corporation,~~press release for ~~each~~such ~~share~~announcement ~~of the Company that upon or after the closing of the merger: (i)~~ is ~~converted~~attached ~~into the right~~ to ~~receive~~this ~~proceeds~~Current ofReport ~~the trust~~on ~~account,~~Form or8-K ~~(ii)~~as isExhibit ~~repurchased~~99.1, ~~pursuant to certain arrangements into~~ which ~~the Company~~is ~~has~~hereby ~~and~~incorporated ~~will~~by ~~be entering into with its existing stockholders in order to~~reference ~~secure a favorable vote at the pending Special Meeting of Stockholders~~herein.

Because each common share converted into cash or repurchased shall result in an additional share issued to the common shareholders of China Networks under the terms of the amended Merger Agreement, the Amendment will not increase the total number of ordinary shares of CNIH outstanding beyond the amount that would be outstanding if the Merger Agreement had been approved and no Alyst stockholders had converted their shares into cash or had their shares repurchased.

Assuming 95% of the publicly held shares of Alyst and CNIH are either converted into cash or repurchased after the closing of the Merger Agreement, 75.3% of the common shares of CNIH will be held by the former China Networks common shareholders; 7.7% will be held by the former preferred stockholders of China Networks; and 17.0% will be held by the former stockholders of Alyst. Assuming 95% of the publicly held Alyst common shares are sold to CNIH or converted into cash, after consummation of the Merger Agreement the remaining Alyst public stockholders will retain 3.2% of the ordinary shares of CNIH.

This potential change in the post-merger stockholder base of CNIH would likely have the effect of altering the accounting for the merger from the forward acquisition by the Company of China Networks described in the Company's Definitive Proxy Statement/Prospectus filed with the Securities and Exchange Commission on May 29, 2009 (the “Proxy Statement/Prospectus”), to a reverse merger.

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement, as amended by Amendment No. 1, Amendment No. 2 and the Amendment, is qualified in its entirety by reference to the full text of the Merger Agreement and Amendment No. 1 and Amendment No. 2 thereto, copies of which were attached as Annexes A, B and C, respectively, to the Proxy Statement/Prospectus, and the Amendment. On June 19, 2009, the Company issued a press release announcing the Amendment. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
2.1		Amendment No. 3 to the Merger Agreement, dated as of June 19, 2009, by and among the Company, China Networks, CNIH, China Networks Merger Co. Ltd., MediaInv Ltd., Kerry Propper and Li Shuangqing.
99.1		Press Release, dated June 22, 2009
99.1		Press Release, dated June 19, 2009.

SIGNATURE

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.

	ALYST ACQUISITION CORP.
	By:	/s/ Michael E. Weksel
Date: June 19, 2009	Name:	Michael E. Weksel
Date: June 22, 2009	Name:	Michael E. Weksel
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.		Description
2.1		Amendment No. 3 to the Merger Agreement, dated as of June 19, 2009, by and among the Company, China Networks, CNIH, China Networks Merger Co. Ltd., MediaInv Ltd., Kerry Propper and Li Shuangqing.
99.1		Press Release, dated June 22, 2009
99.1		Press Release, dated June 19, 2009.

Filing Compare · Alyst Acquisition Corp.