UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2031, 2013

GLOBAL CORNERSTONE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands

6770

66-0758906

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

352 Park Avenue South

13^th Floor

New York, NY

10010

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 822-8165

Not Applicable

(Former name or former address, if changed since last report)

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

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

¨	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)

¨ 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))

¨Item ~~Pre-commencement~~5.03. ~~communications~~Amendments ~~pursuant~~ to ~~Rule~~Articles ~~14d-2(b)~~of ~~under~~Incorporation ~~the~~or ~~Exchange~~Bylaws; ~~Act~~Change ~~(17~~in ~~CFR~~Fiscal ~~240~~Year.~~14d-2(b))~~

¨On ~~Pre-commencement~~January ~~communications~~29, ~~pursuant~~2013, tothe ~~Rule~~Board ~~13e-4~~of Directors of Global Cornerstone Holdings Limited (cthe “Company”) ~~under~~adopted ~~the~~an ~~Exchange~~Amended ~~Act~~and ~~(17~~Restated ~~CFR~~Memorandum ~~240.13e-4~~and Articles of Association (cthe “Amended M&A”)). The adoption of the Amended M&A did not require stockholder approval. The following is a summary of certain provisions of the Amended M&A as adopted by the Board of Directors. Such summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended M&A, which is attached as Exhibit 3.1 hereto.

~~Item~~· ~~5.02.~~All ~~Departure~~provisions ofrelating ~~Directors~~to orthe ~~Certain~~Company’s ~~Officers;~~status ~~Election~~as ofa ~~Directors;~~blank ~~Appointment~~check ofcompany ~~Certain~~and ~~Officers;~~its ~~Compensatory~~pursuit ~~Arrangements~~ of ~~Certain~~a ~~Officers.~~business combination were eliminated;

~~Effective~~· onDirectors ~~January~~cannot ~~20,~~by ~~2013,~~resolution ~~Gregory~~authorize ~~E. Smith,~~additional ~~Alan~~classes ~~G. Hassenfeld and Elliot Stein, Jr. resigned as directors~~ of ~~Global Cornerstone Holdings Limited (the “Company”) in connection with the redemption of the Company’s public ordinary~~ shares inwhereas ~~accordance~~they ~~with~~previously ~~the~~were ~~Company’s~~permitted ~~memorandum and~~to ~~articles~~do ~~of association. In addition, Mr. Smith resigned as the Company’s President.~~so;

~~SIGNATURE~~· Share transfers will require approval by the Company’s board of directors or members, which approval may be denied at the discretion of the board of directors and/or the members;

~~Pursuant~~· toDirectors/officers ~~the requirements~~ of the ~~Securities Exchange~~Company ~~Act~~may ofpropose ~~1934,~~amendments ~~the registrant has duly caused this report~~ to bethe ~~signed~~Company’s onmemorandum ~~its~~and ~~behalf~~articles byof ~~the undersigned hereunto duly authorized.~~association;

Dated: January 23, 2013
	GLOBAL CORNERSTONE HOLDINGS LIMITED
	By:	/s/ James D. Dunning, Jr.
		Name: James D. Dunning, Jr.
		Title: Chief Executive Officer

The board of directors was declassified;

Annual meetings of members are no longer mandatory;

Where a quorum for a meeting of members is not present within two hours of the start time, a member-called meeting shall be dissolved and all other such meetings shall be adjourned to the next business day, which determination was formerly at the discretion of the Chairman of the board of directors;

The Company’s indemnification obligation is limited to directors, whereas officers, key employees and advisors were previously indemnified by the Company;

Adjournments of meetings of the members require the consent of the meeting, whereas the Chairman of the board of directors previously determined adjournments; and

A director is no longer obligated to disclose to the Company his or her interest in a transaction involving or contemplated by the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Memorandum and articles of association, as amended January 29, 2013.

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.

Dated: January 31, 2013	GLOBAL CORNERSTONE HOLDINGS LIMITED


	By:	/s/ James D. Dunning, Jr.
		Name: James D. Dunning, Jr.
		Title: Chief Executive Officer

Exhibit Index

3.1 Memorandum and articles of association, as amended January 29, 2013.

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