S-1 1 file1.htm FORM S-1

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As filed with the Securities and Exchange Commission on December 6, 2007

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MAFS Acquisition Corp.

(Exact name of registrant as specified in its charter)


Delaware 6770 68-0663042
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

35 East 62nd Street
New York, New York 10065
(212) 572-8600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Barry F. Schwartz, Esq.
35 East 62nd Street
New York, New York 10065
(212) 572-8600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

The Commission is requested to send copies of all communications to:


John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
Fax: (212) 757-3990
Bruce S. Mendelsohn, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
Fax: (212) 872-1002

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

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

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

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

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.    [ ]

CALCULATION OF REGISTRATION FEE


 
Title of Each Class of
Security Being Registered
Amount Being
Registered
Proposed Maximum
Offering Price
per Security(1)
Proposed Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee
Units, each consisting of one share of common stock, $0.0001 par value, and one warrant(2) 57,500,000 units $ 10.00 $ 575,000,000 $ 17,653
Common stock included in the units 57,500,000 shares   (3) 
Warrants included in the units 57,500,000 warrants   (3) 
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 7,500,000 units, consisting of 7,500,000 shares of common stock and 7,500,000 warrants, which may be issued upon exercise of a 30-day option granted to the underwriter to cover over-allotments, if any.
(3) No fee pursuant to Rule 457(g).

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





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

SUBJECT TO COMPLETION, DATED                                 , 2008

PRELIMINARY PROSPECTUS

$500,000,000

MAFS Acquisition Corp.

50,000,000 Units

MAFS Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets, which we refer to as our business combination. If we are unable to consummate our business combination within 24 months from the date of this prospectus, we will liquidate and distribute the proceeds held in the trust account described below to our public stockholders. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any substantive discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities relating to this offering.

This is an initial public offering of our securities. We are offering 50,000,000 units. Each unit has an offering price of $10.00 and consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $7.50. Each warrant will become exercisable on the later of our consummation of a business combination and one year from the date of this prospectus, provided that we have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus is available. The warrants will expire five years from the date of this prospectus, or earlier upon redemption.

We have granted our underwriter a 30-day option to purchase up to 7,500,000 additional units solely to cover over-allotments, if any.

Our sponsor, MAFS Acquisition LLC, has agreed to purchase an aggregate of 10,000,000 warrants at a price of $1.00 per warrant ($10,000,000 in the aggregate) in a private placement that will occur immediately prior to the closing of this offering. The proceeds from the sale of the warrants in the private placement will be deposited into a trust account and subject to a trust agreement described below, and will be part of the funds distributed to our public stockholders in the event we are unable to consummate a business combination. The sponsor warrants will be substantially similar to the warrants included in the units being sold in this offering, except that the sponsor warrants will not be redeemable by us as long as they are held by our sponsor or its permitted transferees and may be exercised by paying cash or on a cashless basis. Our sponsor has agreed not to transfer, assign or sell any of these warrants, subject to limited exceptions, until after we consummate our business combination.

In addition, prior to the closing of this offering, MacAndrews & Forbes Holdings Inc., an affiliate of our sponsor, will enter into an agreement with Citigroup Global Markets Inc.. in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will place limit orders for up to $40,000,000 of our common stock commencing on the later of ten business days after we file our current report on Form 8-K announcing our execution of a definitive agreement for our business combination and 60 days after termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require MacAndrews & Forbes to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase until the earlier of the expiration of the buyback period and such purchases reach $40,000,000 in total. The purchase of such shares will be made by Citigroup Global Markets Inc. or another broker dealer mutually agreed upon by Citigroup Global Markets Inc. and MacAndrews & Forbes. It is intended that these purchases will comply with Rule 10b-18 under the Exchange Act and the broker’s purchase obligation is otherwise subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. MacAndrews & Forbes has agreed to apply any portion of the $40,000,000 not used for open market purchases of common stock to purchase units from us, at a price of $10.00 per unit, immediately prior to the consummation of our business combination.

Currently, there is no public market for our units, common stock or warrants. We intend to apply to have the units listed on the American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the symbol ‘‘     ’’ on or promptly from the date of this prospectus. The common stock and warrants will begin separate trading on the 35th day from the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our filing a current report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the securities comprising the units begin separate trading, the common stock and warrants will be listed on the American Stock Exchange under the symbols ‘‘     ’’ and ‘‘     ,’’ respectively. We cannot assure you that our securities will be or will continue to be listed on the American Stock Exchange.

Investing in our securities involves risks. See ‘‘Risk Factors’’ beginning on page 29 of this prospectus for a discussion of information that you should consider in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


  Per Unit Total
Public offering price $ 10.00 $ 500,000,000
Underwriting discounts and commissions(1) $ 0.70 $ 35,000,000
Proceeds, before expenses, to us $ 9.30 $ 465,000,000
(1) Includes $0.35 per unit, or $17,500,000 in the aggregate ($20,125,000 if the underwriter’s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting discounts and commissions to be placed in the trust account described below. Such funds will be released to the underwriter, without interest, only on completion of our business combination, as described in this prospectus.

The underwriter is offering the units on a firm-commitment basis. The underwriter expects to deliver the units to investors in this offering on or about                 , 2008. Of the net proceeds we receive from this public offering and the private placement of the sponsor warrants, $491,460,000 (approximately $9.83 per unit) will be deposited into a trust account (of which $17,500,000 or approximately $0.35 per unit is attributable to deferred underwriting discounts and commissions) maintained by                                 , acting as trustee. The funds held in trust (net of taxes and up to $9,000,000 of income earned on the trust account disbursed to us for working capital purposes) will not be released from the trust account until the earlier of the consummation of a business combination or our liquidation.

Citi

                , 2008.





You should rely only on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with different information. We are not, and the underwriter is not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. The information may be required to be updated at a later date.

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Unless otherwise stated in this prospectus:

  references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘company’’ or ‘‘our company’’ refer to MAFS Acquisition Corp.; references to ‘‘we,’’ ‘‘us,’’ ‘‘company,’’ or ‘‘our company’’ in the context of a business combination can also mean (i) an entity formed to effect the business combination or (ii) the surviving entity in the business combination, which may include the target company or business or its parent;
  references to our ‘‘sponsor’’ refer to MAFS Acquisition LLC;
  references to ‘‘MacAndrews & Forbes’’ refer to MacAndrews & Forbes Holdings Inc., an affiliate of our sponsor;
  references to the ‘‘sponsor units’’ refer to the 14,375,000 units previously issued to our sponsor for an aggregate purchase price of $25,000 (up to 1,875,000 of which are subject to mandatory redemption by us if and to the extent the underwriter’s over-allotment option is not exercised);
  references to the ‘‘sponsor warrants’’ refer to the 10,000,000 warrants to be purchased from us by our sponsor at a price of $1.00 per warrant ($10,000,000 in the aggregate) in a private placement that will occur immediately prior to the closing of this offering;

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  references to the ‘‘co-investment units’’ refer to up to $40,000,000 of units that MacAndrews & Forbes may purchase from us for $10.00 per unit immediately prior to the consummation of our business combination to the extent such funds are not used to purchase shares of our common stock by MacAndrews & Forbes pursuant to the limit orders described in this prospectus;
  references to our ‘‘business combination’’ mean our initial business combination through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more domestic or international operating businesses or assets, together having a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,000,000 disbursed to us for working capital purposes and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of the business combination; and
  references to ‘‘public stockholders’’ refer to holders of common stock included in the units being sold in this offering, whether purchased in this offering or in the aftermarket, and may include MacAndrews & Forbes, our sponsor or our officers or directors to the extent that they purchase or acquire such common stock.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option.

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 Prospectus Summary 

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under ‘‘Risk Factors’’ and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Proposed Business

General

We are a newly organized blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets, which we refer to as our business combination. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any substantive discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We will have until 24 months from the date of this prospectus to consummate our business combination. If we fail to consummate a business combination within the required time frame, our corporate existence will, in accordance with our amended and restated certificate of incorporation, cease except for the purposes of winding up our affairs and liquidating.

Competitive Strengths

We believe we have the following competitive strengths:

Management expertise

We will seek to capitalize on the substantial investing and operating expertise of our management team. Led by Ronald O. Perelman, Barry F. Schwartz and Paul G. Savas, our management team has extensive experience investing in, owning and operating businesses across many industries. Mr. Perelman is the founder, Chairman and Chief Executive Officer of MacAndrews & Forbes, a private diversified holding company with interests in consumer products, gaming, entertainment, financial services, defense, private security, medical devices, biotechnology and other industries. Mr. Perelman began his career as an investor and financier in 1978 and over the last 30 years he has built MacAndrews & Forbes into a multi-billion dollar diversified corporate enterprise. Mr. Schwartz and Mr. Savas have served as senior executives of MacAndrews & Forbes since 1989 and 1994, respectively.

MacAndrews & Forbes has built its track record by investing in companies with strong market positions, recognized brands and growth potential. Current investments include the following:

  AlliedBarton Security Services is the largest American-owned and managed security services firm in the United States.
  AM General is a world-leader in the design, engineering, production and technical and parts support of military and special purpose vehicles.
  Deluxe Entertainment Services Group Inc. is a worldwide entertainment services provider and includes the world’s largest processor of film for the motion picture industry.
  M & F Worldwide Corp. is a public holding company that owns and manages four operating businesses.

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  Harland Clarke Corp. provides check and check-related products, direct marketing and contact center services to financial and commercial institutions and individual consumers.
  Harland Financial Solutions provides products and services for community banks and credit unions, including lending and mortgage applications, business intelligence solutions, customer relationship management software, branch automation solutions and core processing systems.
  Scantron Corporation provides testing and assessment systems and services and data collection and analysis services to educational institutions, businesses and government agencies.
  Mafco Worldwide Corp. is the world leader in the manufacture of licorice extract and related derivatives for use as flavoring and moistening agents.
  Panavision is the leading designer, manufacturer and supplier of high precision camera systems, comprised of cameras, lenses and accessories for the motion picture, television series and television commercial markets in North America, Europe and the Asia Pacific region.
  Revlon is one of the world’s leading mass-market cosmetics, skin care, fragrance and personal care products companies. Its global brand name recognition, product quality and marketing experience have enabled it to create some of the strongest consumer brand franchises in the world. The company’s products are sold in more than 100 countries across six continents.
  Scientific Games Corporation is a global leader in lottery and pari-mutuel technology and the only fully integrated service provider for online and instant ticket lotteries and cooperative services.
  SIGA Technologies, Inc. develops products for the prevention and treatment of serious infectious diseases, including products for use in defense against biological warfare agents.

In addition, Mr. Perelman holds directly a controlling interest in TransTech Pharma Inc., a privately held clinical-stage pharmaceutical company focused on the discovery, development and commercialization of human therapeutics to fill unmet medical needs.

Past investments of MacAndrews & Forbes include Golden State Bancorp, Consolidated Cigar, New World Communications Group, National Health Laboratories and Technicolor.

We expect Mr. Perelman, Mr. Schwartz and Mr. Savas will each play a key role in identifying and evaluating prospective acquisition targets, selecting our acquisition target and structuring, negotiating and consummating our business combination. We believe the skills and expertise of these individuals, their collective access to acquisition opportunities and ideas, their contacts and their transactional experience will contribute to our ability to identify and successfully consummate an acquisition.

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses that are not public companies (although we have the flexibility to acquire a public company). As an existing public company, we offer a target business that is not itself a public company an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock, for cash or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe non-public target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

Financial position

With proceeds available from this offering and the private placement of $10,000,000 of sponsor warrants initially in the amount of approximately $474,210,000, we offer a target business a variety of

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options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate a business combination using our cash, debt or equity securities, or a combination of the foregoing, we should have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Investment Criteria

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities. However, we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

  Established companies with proven track records.    We will generally seek to acquire established companies with strong historical financial performance. We will typically focus on companies with a history of strong operating and financial results. However, we may acquire a company undergoing a turnaround that demonstrates strong prospects for future growth.
  Companies with strong free cash flow characteristics.    We will seek to acquire companies that have a history of, or potential for, strong, stable free cash flow generation. We will focus on companies that have or are expected to build predictable, recurring revenue streams and an emphasis on low working capital and capital expenditure requirements.
  Strong competitive industry position and leading brands.    We will seek to acquire businesses that operate within industries that have strong fundamentals and strong brands. The factors we will consider include growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry. Within these industries, we will focus on companies that have a leading or niche market position. We will analyze the strengths and weaknesses of target businesses relative to their competitors, focusing on product quality, customer loyalty, cost impediments associated with customers switching to competitors, patent protection and brand positioning. We will seek to acquire businesses that demonstrate advantages when compared to their competitors, which may help to protect their market position and develop or sustain profitability and deliver strong free cash flow.
  Strong and experienced management team.    We will seek to acquire businesses that either have strong, experienced management teams or those that provide a platform for us to assemble an effective and experienced management team. We believe the significant contacts of Mr. Perelman would also help us to access a management team that strengthens the business we acquire. We will focus on management teams with a proven track record of delivering revenue growth, enhancing profitability and generating strong free cash flow. We believe that the operating expertise of Mr. Perelman and our other officers and directors will complement, not replace the target’s management team.
  Platform for growth.    We will seek to acquire businesses that we can grow both organically and through acquisitions. We are value added investors who will utilize our years of operating experience to help companies grow revenues and reduce costs. In addition, our ability to source proprietary opportunities and execute transactions will help the business we acquire grow through acquisition.

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Effecting a Business Combination

Our business combination must occur with one or more target businesses that together have a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,000,000 disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as actual and potential sales, values of comparable businesses, earnings, cash flow and book value. If our board is not able independently to determine that the target business or businesses have a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the Financial Industry Regulatory Authority with respect to the satisfaction of such criteria. In addition, we will not consummate a business combination unless we acquire a controlling interest in the target company (whether through the acquisition of a majority of the voting equity interests of the target or through other means). If we acquire only a controlling interest in a target business or businesses, the portion of such business that we acquire must have an aggregate fair market value equal to at least 80% of our net assets held in trust (net of taxes and up to $9,000,000 disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination. If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions.

The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80% of our net assets held in trust (net of taxes and up to $9,000,000 disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination. In order to consummate such a business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business and/or seek to raise additional funds through an offering of debt or equity securities or borrowings under a credit facility. There are no limitations on our ability to incur debt or issue securities in order to consummate a business combination. If we issue equity securities in order to consummate a business combination, our public stockholders could end up owning a minority of the combined company as there is no requirement that our public stockholders own a certain percentage of the company after our business combination. Since we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.

Conflicts of Interest

Our officers and directors are not required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our business combination, our liquidation and such time as he or she ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest (whether through the acquisition of a majority of the voting equity interests of the target or through other means) in a company with an enterprise value of $500 million or more, unless (i) such opportunity is in a line of business reasonably related to that of any existing or future portfolio

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company or affiliate of MacAndrews & Forbes (in which case it would first be presented to such other company) or (ii) presenting such opportunity to us would conflict with any pre-existing fiduciary duties our officers and directors may have.

All of our officers and directors (other than our independent directors) are executive officers of MacAndrews & Forbes and Mr. Perelman, Mr. Schwartz and Mr. Savas each owe fiduciary duties to a number of companies. Mr. Perelman owes fiduciary duties to Revlon, Inc., Scientific Games Corporation, Allied Security Holdings LLC, M & F Worldwide Corp. and certain other portfolio companies of MacAndrews & Forbes. Mr. Schwartz and Mr. Savas each owe fiduciary duties to certain portfolio companies of MacAndrews & Forbes. Mr. Schwartz and Mr. Savas are currently serving as executive officers of M & F Worldwide Corp. pursuant to a management services agreement that permits them to divide their time between M & F Worldwide Corp. and other activities on behalf of MacAndrews & Forbes and its other portfolio companies.

We do not believe that any of the foregoing fiduciary duties will materially undermine our ability to consummate a business combination. More information about these duties and potential conflicts can be found under the heading ‘‘Management—Conflicts of Interest.’’

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with any portfolio company of MacAndrews & Forbes or any entity that is affiliated with any of our officers, our management directors or our sponsor. In addition, if we determine to acquire a target business affiliated with one of our independent directors, any such business combination must be approved by a majority of our directors who do not have an interest in such a transaction and by our audit committee.

Private Placement of Sponsor Units

In November 2007, our sponsor purchased an aggregate of 14,375,000 sponsor units for an aggregate purchase price of $25,000 in a private placement. This includes an aggregate of 1,875,000 sponsor units that are subject to mandatory redemption by us (for a maximum redemption price of $3,261) if and to the extent the underwriter’s over-allotment option is not exercised, so that our sponsor and its permitted transferees will own 20% of our issued and outstanding units after this offering (assuming they do not purchase units in this offering). Each sponsor unit consists of one share of common stock and one warrant.

The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:

  our sponsor and its permitted transferees will not be able to exercise conversion rights (as described below) with respect to the common stock;
  our sponsor has agreed, and any permitted transferees will agree, to vote the shares of common stock in connection with the vote required to approve our business combination in the same manner as a majority of the shares of common stock voted by the public stockholders;
  our sponsor and its permitted transferees will have no right to participate in any liquidation distribution with respect to the common stock if we fail to consummate a business combination;
  the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after our business combination;
  the warrants will not be redeemable by us as long as they are held by our sponsor or its permitted transferees (other than as part of a redemption of sponsor units if and to the extent the underwriter’s over-allotment option is not exercised in full);

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  the warrants may be exercised by paying cash or on a cashless basis; and
  the sponsor units, the common stock and the warrants (including the common stock issuable upon exercise of the warrants) will be subject to certain transfer restrictions until 180 days after the consummation of our business combination.

Private Placement of Sponsor Warrants

Our sponsor has agreed to purchase 10,000,000 sponsor warrants from us at a price of $1.00 per warrant ($10,000,000 in the aggregate) in a private placement that will occur immediately prior to the closing of this offering. The proceeds from the private placement will be added to the proceeds of this offering and placed in a trust account maintained by                              , acting as trustee. If we do not consummate a business combination within 24 months after the date of this prospectus, the $10,000,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public stockholders and the sponsor warrants will expire worthless.

The sponsor warrants are identical to the warrants included in the units being sold in this offering, except that the sponsor warrants:

  will not be redeemable by us as long as they are held by our sponsor or its permitted transferees;
  may be exercised by paying cash or on a cashless basis; and
  will be subject to certain transfer restrictions until after the consummation of our business combination.

MacAndrews & Forbes Purchase Commitment

Prior to the closing of this offering, MacAndrews & Forbes will enter into an agreement with Citigroup Global Markets Inc., in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will place limit orders for up to $40,000,000 of our common stock commencing on the later of ten business days after we file our current report on Form 8-K announcing our execution of a definitive agreement for our business combination and 60 days after termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require MacAndrews & Forbes to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase until the earlier of the expiration of the buyback period and such purchases reach $40,000,000 in total. The purchase of such shares will be made by Citigroup Global Markets Inc. and MacAndrews & Forbes. It is intended that these purchases will comply with Rule 10b-18 under the Exchange Act and the broker’s purchase obligation is otherwise subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. MacAndrews & Forbes has agreed to vote all shares of common stock purchased pursuant to such limit orders in favor of our business combination. As a result, MacAndrews & Forbes may be able to influence the outcome of our business combination. MacAndrews & Forbes will not be permitted to exercise conversion rights with respect to any shares of common stock purchased pursuant to such limit orders but it will participate in any liquidation distribution with respect to such shares.

MacAndrews & Forbes has agreed to apply any portion of the $40,000,000 not used for open market purchases of common stock to purchase units from us, at a price of $10.00 per unit, immediately prior to the consummation of our business combination. The co-investment units will be identical to the units sold in this offering, except that they will be subject to certain transfer

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restrictions. The proceeds of the sale of the co-investment units will not be deposited into the trust account and will not be available for distribution to public stockholders exercising their conversion rights as described below.

MacAndrews & Forbes has agreed that it will not sell or transfer any shares of common stock or co-investment units (including the common stock and warrants comprising the co-investment units or the common stock issuable upon exercise of such warrants) purchased by it pursuant to these agreements, subject to certain exceptions, until 180 days after the consummation of our business combination.

Our executive offices are located at 35 East 62nd Street, New York, New York 10065, and our telephone number is (212) 572-8600.

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The Offering

In making your decision on whether to invest in our securities, you should carefully consider the risks set forth in the section entitled ‘‘Risk Factors’’ beginning on page 29 of this prospectus. In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our officers and directors, but also the special risks we face as a development stage company and the fact that you will not be entitled to protections normally afforded to investors in blank check offerings conducted in compliance with Rule 419 under the Securities Act of 1933, as amended.

Our sponsor currently holds an aggregate of 14,375,000 sponsor units, which after giving effect to this offering and the full exercise of the underwriter’s over-allotment option would equal 20% of our aggregate issued and outstanding units. We will redeem up to an aggregate of 1,875,000 sponsor units (for a maximum redemption price of $3,261) if and in the event that the underwriter does not fully exercise its over-allotment option. We will redeem sponsor units only in an amount sufficient to cause the amount of issued and outstanding units held by our sponsor and its permitted transferees to equal 20% of our aggregate amount of issued and outstanding units after giving effect to this offering and the exercise, if any, of the underwriter’s over-allotment option (assuming our sponsor and any such transferees do not purchase units in this offering). For purposes of this summary, we assume that the underwriter will not exercise its over-allotment option and therefore present the amount of units, shares of common stock and warrants outstanding after giving effect to the redemption of 1,875,000 sponsor units.

Securities offered 50,000,000 units, at $10.00 per unit, each unit consisting of:
one share of common stock; and
one warrant.
Trading commencement and separation of common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 35th day after the date of this prospectus unless Citigroup Global Markets Inc. determines that an earlier date is acceptable, subject to our having filed a current report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and having issued a press release announcing when such separate trading will begin.
We will file the Form 8-K promptly upon the consummation of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Form 8-K, we will file an amended Form 8-K to provide updated financial information to reflect the exercise and closing of the over-allotment option. Although we will not distribute copies of the Form 8-K to individual unit holders, it will be available on the Securities and Exchange Commission’s website (www.sec.gov) after it is filed.

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Following the date the common stock and warrants are eligible to trade separately, the units will continue to be listed for trading, and any security holder may elect to break apart a unit and trade the common stock or warrants separately or as a unit. Even if the component parts of the units are broken apart and traded separately, the units will continue to be listed as a separate security, and consequently, any subsequent security holder owning common stock and warrants may elect to combine them together and trade them as a unit. Security holders will have the ability to trade our securities as units until such time as the warrants expire or are redeemed.
Units:
Number outstanding before this offering 12,500,000 units(1)
Number outstanding after this offering 62,500,000 units(1)
Common stock:
Number outstanding before this offering 12,500,000 shares(2)
Number outstanding after this offering 62,500,000 shares(2)
Warrants:
Number outstanding before this offering and the private placement of sponsor warrants 12,500,000 warrants(3)
Number to be sold to sponsor in a private placement 10,000,000 warrants
Number outstanding after this offering and the private placement of the sponsor warrants 72,500,000 warrants(3)
Exercisability Each warrant is exercisable for one share of common stock.
Exercise price $7.50
(1) Excluding 1,875,000 sponsor units that are subject to mandatory redemption to the extent the underwriter’s over-allotment option is not exercised in full.
(2) Excluding 1,875,000 shares included in the sponsor units that are subject to mandatory redemption to the extent the underwriter’s over-allotment option is not exercised in full.
(3) Excluding 1,875,000 warrants included in the sponsor units that are subject to mandatory redemption to the extent the underwriter’s over-allotment option is not exercised in full.

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Exercise period The warrants will be exercisable only if we provide for an effective registration statement covering the shares of common stock issuable upon exercise of the warrants. The warrants will become exercisable on the later of:
the consummation of our business combination, and
one year from the date of this prospectus.
The warrants will expire at 5:00 p.m., New York time, five years from the date of this prospectus, or earlier upon redemption.
We have agreed to use commercially reasonable efforts to have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants as of the date the warrants become exercisable and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed.
Redemption We may redeem the outstanding warrants (except as described below with respect to the warrants included in the sponsor units and the sponsor warrants) at any time after the warrants become exercisable:
in whole and not in part,
at a price of $0.01 per warrant,
upon a minimum of 30 days’ prior written notice of redemption, and
if, and only if, the last sales price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption.
In addition, we may not redeem the warrants unless the shares of common stock issuable upon exercise of those warrants are covered by an effective registration statement from the date of notice of redemption through the date fixed for the redemption.
If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder will be entitled to exercise their warrants prior to the date scheduled for redemption.

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The redemption provisions for our warrants have been established at a price that is intended to provide warrant holders with the ability to exercise their warrants prior to redemption at a premium to the initial exercise price. There can be no assurance, however, that the price of the common stock will exceed either the redemption trigger price of $13.75 or the warrant exercise price of $7.50 after we call the warrants for redemption.
If we call the warrants for redemption as described above, we will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock issuable upon exercise of the warrants, multiplied by the difference between the fair market value (as defined below) and the exercise price of the warrants by (y) the fair market value. For this purpose, the ‘‘fair market value’’ means the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. For example, if the fair market value of the common stock were $13.75, a holder of 100 warrants would pay the exercise price by surrendering the 100 warrants in exchange for a number of shares calculated as follows: (100 shares x ($13.75 − $7.50)) ÷ $13.75 = 46 shares. We will not issue fractional shares upon exercise of warrants. If a warrant holder would be entitled to receive a fractional interest in a share, we will round up to the nearest whole number of shares.
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.
The foregoing redemption provisions do not apply to the warrants included in the sponsor units or the sponsor warrants, in each case for as long as such warrants are held by our sponsor or its permitted transferees.
Sponsor units In November 2007, our sponsor purchased an aggregate of 14,375,000 sponsor units for an aggregate purchase price of $25,000, or approximately $0.0017 per unit, in a private placement. This includes an aggregate of 1,875,000 sponsor units that are subject to mandatory redemption by us (for a maximum redemption price of $3,261) if and to the extent the underwriter’s over-allotment option is not exercised, so that our sponsor and its permitted transferees will own 20% of our issued and outstanding units after this

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offering (assuming they do not purchase units in this offering). Each sponsor unit consists of one share of common stock and one warrant. The shares of common stock and warrants comprising the sponsor units are detachable and may be transferred separately, subject to certain transfer restrictions described below. The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:
our sponsor and its permitted transferees will not be able to exercise conversion rights (as described below) with respect to the common stock;
our sponsor has agreed, and any permitted transferees will agree, to vote the shares of common stock in connection with the vote required to approve our business combination in the same manner as a majority of the shares of common stock voted by the public stockholders;
our sponsor and its permitted transferees will have no right to participate in any liquidation distribution with respect to the common stock if we fail to consummate a business combination;
the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after our business combination;
the warrants will not be redeemable by us as long as they are held by our sponsor or its permitted transferees (other than as part of a redemption of sponsor units if and to the extent the underwriter’s over-allotment option is not exercised in full);
the warrants may by exercised by paying cash or on a cashless basis; and
the sponsor units, the common stock and the warrants (including the common stock issuable upon exercise of the warrants) will be subject to certain transfer restrictions described below until 180 days after the consummation of our business combination.
Private placement of sponsor warrants Our sponsor has agreed to purchase 10,000,000 sponsor warrants from us at a price of $1.00 per warrant for a total of $10,000,000 in a private placement that will occur immediately prior to the closing of this offering.
The proceeds from the private placement of the sponsor warrants will be added to the proceeds from this offering to be held in the trust account pending the consummation

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of our business combination. If we do not consummate a business combination within 24 months after the date of this prospectus, then the $10,000,000 proceeds from the sale of the sponsor warrants will become part of the amount payable to our public stockholders upon the liquidation of our trust account and the sponsor warrants will expire worthless.
The sponsor warrants are identical to the warrants included in the units being sold in this offering, except that the sponsor warrants:
will not be redeemable by us as long as they are held by our sponsor or its permitted transferees;
may be exercised by paying cash or on a cashless basis; and
will be subject to certain transfer restrictions until after the consummation of our business combination, as described below.
MacAndrews & Forbes’s purchase commitment Prior to the closing of this offering, MacAndrews & Forbes will enter into an agreement with Citigroup Global Markets Inc., in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will place limit orders for up to $40,000,000 of our common stock commencing on the later of ten business days after we file our current report on Form 8-K announcing our execution of a definitive agreement for our business combination and 60 days after termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require MacAndrews & Forbes to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase until the earlier of the expiration of the buyback period and such purchase reach $40,000,000 in total. The purchase of such shares will be made by Citigroup Global Markets Inc. or another broker dealer mutually agreed upon by Citigroup Global Markets Inc. and MacAndrews & Forbes. It is intended that these purchases will comply with Rule 10b-18 under the Exchange Act and the broker’s purchase obligation is otherwise subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. MacAndrews & Forbes has agreed to vote all shares of common stock purchased pursuant to such

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limit orders in favor of our business combination. As a result, MacAndrews & Forbes may be able to influence the outcome of our business combination. MacAndrews & Forbes will not be permitted to exercise conversion rights with respect to any shares of common stock purchased pursuant to such limit orders but it will participate in any liquidation distribution with respect to such shares.
MacAndrews & Forbes has agreed to apply any portion of the $40,000,000 not used for open market purchases of common stock to purchase units from us, at a price of $10.00 per unit, immediately prior to the consummation of our business combination. The co-investment units will be identical to the units sold in this offering, except that they will be subject to certain transfer restrictions described below. The proceeds of the sale of the co-investment units will not be deposited into the trust account and will not be available for distribution to public stockholders exercising their conversion rights as described below. The business purpose of such co-investment is to provide additional capital to us and demonstrate MacAndrews & Forbes’s commitment to our completion of an advantageous business combination.
MacAndrews & Forbes has agreed that it will not sell or transfer any shares of common stock or co-investment units (including the common stock and warrants comprising the co-investment units or the common stock issuable upon exercise of such warrants) purchased by it pursuant to these agreements, subject to certain exceptions, until 180 days after the consummation of our business combination.
Transfer restrictions Our sponsor has agreed, subject to certain exceptions described below, not to transfer, assign or sell, directly or indirectly:
any of the sponsor units or any of the common stock or warrants included in such units (including the common stock issuable upon exercise of such warrants) until 180 days after the consummation of our business combination, or
any of the sponsor warrants until after the consummation of our business combination.
In addition, MacAndrews & Forbes has agreed that it will not transfer, assign or sell, directly or indirectly, any shares of common stock or co-investment units (including the common stock and warrants comprising the co-investment units or the common stock issuable upon exercise of such securities) purchased by it pursuant to its purchase

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commitment, subject to certain exceptions, until 180 days after the consummation of our business combination.
Notwithstanding the foregoing, our sponsor and MacAndrews & Forbes will be permitted to transfer all or any portion of such securities to certain permitted transferees described under ‘‘Principal Stockholders— Transfers of Units, Common Stock and Warrants.’’ These permitted transferees include our officers, directors and employees, any affiliates or family members of such individuals, any affiliates of our sponsor or MacAndrews & Forbes and any officers, directors, members and employees of our sponsor, MacAndrews & Forbes or such affiliates. All permitted transferees receiving such securities will be subject to the same transfer restrictions as the transferor and any such transfers will be made in accordance with applicable securities laws.
Registration rights Pursuant to a registration rights agreement between us, our sponsor and MacAndrews & Forbes, the holders of the sponsor units and co-investment units (and the common stock and warrants comprising such units and the common stock issuable upon exercise of such warrants), the sponsor warrants (and the common stock issuable upon exercise of such warrants) and any shares of common stock purchased by MacAndrews & Forbes pursuant to its purchase commitment will be entitled to three demand registration rights, ‘‘piggy-back’’ registration rights and short-form resale registration rights commencing after the consummation of our business combination, in the case of the sponsor warrants, and 180 days after the consummation of our business combination, in the case of the sponsor units, the co-investment units and shares of common stock purchased pursuant to the purchase commitment. We will bear the expenses incurred in connection with the filing of any such registration statements pursuant to such rights.
American Stock Exchange listing We have applied to list our securities on the American Stock Exchange upon consummation of this offering. Although after giving effect to this offering we expect to meet on a pro forma basis the minimum initial listing standards of the American Stock Exchange, we cannot assure you that our securities will be or will continue to be listed on the American Stock Exchange as we might not meet certain continuing listing standards such, as income from continuing operations.

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Proposed ticker symbols for our:
Units
Common stock
Warrants
Offering proceeds and proceeds from sale of sponsor warrants to be held in trust $481,460,000 of the net proceeds of this offering plus the $10,000,000 we will receive from the sale of the sponsor warrants (for an aggregate of $491,460,000 or approximately $9.83 per unit sold to the public in this offering) will be placed in a trust account maintained by                      , acting as trustee pursuant to an agreement to be signed on the date of this prospectus. This amount includes $17,500,000 of the underwriting discount that is being deferred (or $20,125,000 if the underwriter’s over-allotment option is exercised in full) until we consummate a business combination. Except as described below, these proceeds will not be released until the earlier of the completion of a business combination or our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business or businesses and the negotiation of an agreement to acquire a target business or businesses. There can be released to us from the trust account income earned on the trust account (i) up to an aggregate of $9,000,000 to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii) in any amounts we need to pay any federal, state and local tax obligations, including income taxes imposed at the applicable rates on income from investments held through the trust account, applicable franchise taxes and any other tax obligations imposed in respect of the trust account. With these exceptions, expenses incurred by us while seeking a business combination may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially, $250,000 after the payment of the expenses relating to this offering).
Deferred underwriting discounts and commissions The underwriter has agreed to defer $17,500,000 of its underwriting discounts and commissions (or 20,125,000 if the underwriter’s over-allotment option is exercised in full), equal to 3.5% of the gross proceeds of the public offering, until the consummation of a business combination. Upon the consummation of a business combination, such amount,

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reduced pro-ratably by the exercise of stockholder conversion rights described below, will be released to the underwriter out of the trust account.
The underwriter will not be entitled to any income earned on the deferred discount. If we liquidate the trust account, the underwriter has agreed to waive any right it may have to the $17,500,000 of the deferred discounts and commissions held in the trust account, all of which will be distributed to our public stockholders on a pro rata basis.
Trust amounts released upon consummation of business
combination
All amounts held in the trust account that are not (1) distributed to public stockholders who exercise their conversion rights (as described below) or (2) previously released to us for payment of taxes and working capital purposes, will be released to us upon the consummation of our business combination. We will use these funds to pay the underwriter its deferred underwriting discounts equal to 3.5% of the gross proceeds of this offering, or $17,500,000 (or $20,125,000 if the underwriter’s over-allotment option is exercised in full), reduced pro-ratably by the exercise of stockholder conversion rights. Funds released from the trust account to us can be used to pay all or a portion of the purchase price of the business or businesses with which our business combination occurs. If our business combination is paid for using stock or debt securities, we may apply the cash released to us from the trust account to general corporate purposes, including for maintenance or expansion of operations of the acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our business combination, to fund the purchase of other companies or for working capital.
Proceeds from exercise of warrants paid to us None of the warrants may be exercised until after the consummation of our business combination and, thus, after the funds in the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.
Limited payments to insiders There will be no fees, reimbursements or other cash payments paid by us to our sponsor or our officers or directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination, other than the following:
repayment of principal and interest on a $250,000 loan made to us by MacAndrews & Forbes;

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payment of $10,000 per month for up to 24 months (up to an aggregate of $240,000) to MacAndrews & Forbes for office space and administrative services;
payment to MacAndrews & Forbes for our allocable portion of directors and officers insurance premiums; and
reimbursement of out-of-pocket expenses incurred by our officers and directors in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations.
Conditions to consummating our business combination Our business combination must occur with one or more target businesses that together have a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,000,000 disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of such business combination. Our board of directors will determine the fair market value based on standards generally accepted by the financial community, such as actual and potential sales, values of comparable businesses, earnings, cash flow and book value.
In addition, we must acquire a controlling interest in the target company. Key factors in determining whether we have a controlling interest include whether we own a majority of the voting equity interests of the target, the extent to which we have the ability to appoint members of the board of directors or management of the target and the extent to which we otherwise have effective control over the target (whether pursuant to the securities we acquire, by contract or otherwise). It is possible that the stockholders of our company immediately prior to our business combination will not hold a majority of the voting equity interests of the surviving company after giving effect to the business combination.
Depending on the percentage of our public stockholders exercising conversion rights and the fair market value of our business combination, we may need to raise additional capital through either equity or debt issuances to fund the full acquisition price of our business combination.
We have agreed not to consummate a business combination with any portfolio company of MacAndrews & Forbes or any entity that is affiliated with any of our officers, our management directors or our sponsor.

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Stockholders must approve business combination Pursuant to our amended and restated certificate of incorporation, we will seek stockholder approval before we effect our business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under Delaware law. In connection with our business combination, we will also seek stockholder approval for a proposal to amend our amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination.
We will only proceed with our business combination if:
the business combination is approved by a majority of votes cast by our public stockholders at a duly held stockholders meeting,
the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by a majority of our outstanding shares of common stock, and
public stockholders owning less than 30% of the shares of common stock issued in this offering both vote against the business combination and exercise their conversion rights described below.
It is our understanding and intention in every case to structure and consummate a business combination in which approximately 29.99% of the public stockholders may exercise their conversion rights and the business combination will still go forward.
For purposes of seeking approval of our business combination by a majority of voting public stockholders, non-votes will have no effect on the approval of a business combination once a quorum is obtained (although non-votes will have an effect on the approval of the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence). We intend to give approximately 30 (but not less than 10 nor more than 60) days prior written notice of any meeting at which a vote will be taken to approve a business combination.
In connection with the vote required for our business combination, our sponsor has agreed, and its permitted transferees will agree, to vote the shares of common stock included in the sponsor units in accordance with the majority of the shares of common stock voted by the public stockholders. Our sponsor has also agreed, and its permitted transferees will agree, that they will vote all such shares in favor of the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our business combination. In addition, MacAndrews &

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Forbes has agreed to vote any shares of common stock acquired by it in the open market pursuant to its purchase commitment or otherwise in favor of our business combination and in favor of the amendment providing for our perpetual existence.
If a vote on our business combination is held and the conditions to proceeding with a business combination are not satisfied, we may continue to try to consummate our business combination until 24 months after the date of this prospectus.
Upon the consummation of our business combination, unless required by Delaware law, the federal securities laws and the rules and regulations promulgated thereunder, or the rules and regulations of an exchange upon which our securities are listed, we do not presently intend to seek stockholder approval for any subsequent mergers, acquisitions or similar transactions.
Conversion rights for stockholders voting to reject business combination Pursuant to our amended and restated certificate of incorporation, each public stockholder voting against a business combination will have the right to convert its shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account, including both income earned on the trust account and the deferred underwriting discount (net of taxes and income of up to $9,000,000 disbursed to us for working capital purposes), provided that the business combination is approved and consummated. Our sponsor and its permitted transferees will not have such conversion rights with respect to the common stock included in the sponsor units.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting as a ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares of common stock owned by him or his affiliates. We believe this restriction will prevent stockholders from accumulating large blocks of stock before the vote held to approve a proposed business combination and attempting to use the conversion right as a means to force us or our management to purchase their stock at a premium to the then current market price. Absent this provision, for example, a public stockholder who owns 15% of the shares of common stock included in the units being sold in this offering could threaten to vote

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against a proposed business combination and seek conversion, regardless of the merits of the transaction, if his shares are not purchased by us or our management at a premium to the then current market price (or if management refuses to transfer to him some of their shares). By limiting a stockholder’s ability to convert only 10% of the shares of common stock included in the units being sold in this offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block a transaction that is favored by our other public stockholders. However, we are not restricting the stockholders’ ability to vote all of their shares against the transaction.
We view the right to seek conversion as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation without the affirmative vote of at least 95% of our outstanding shares of common stock.
It is anticipated that the funds to be distributed to public stockholders who elect conversion will be distributed within three business days after the consummation of our business combination. Public stockholders who convert their stock into their pro rata share of the trust account will continue to have the right to exercise any warrants they may hold.
Investors in this offering who do not sell the warrants included in the units, or who receive less than approximately $0.17 of net sales proceeds for such warrants, and persons who purchase common stock in the aftermarket at a price in excess of approximately $9.83 per share, may have a disincentive to exercise their conversion rights because the amount they would receive upon conversion could be less than their original or adjusted purchase price.
Procedure for exercising conversion rights An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination, the business combination is approved and consummated, the stockholder holds its shares through the consummation of the business combination and the stockholder follows the specific procedures for conversion set forth in the proxy statement.
In addition, we may require public stockholders, whether they are record holders or hold their shares in ‘‘street name,’’ either to tender their certificates to our transfer

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agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. There is a nominal cost associated with this 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 it would be the broker’s decision whether or not to pass this cost on to the converting holder.
The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have, from the time we send out our proxy statement through the vote on the business combination, to deliver his shares if he wishes to seek to exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in ‘‘street name,’’ in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor.
Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically).
If the business combination is not approved or consummated for any reason, then public stockholders voting against our business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to deliver their certificates prior to the meeting, we will promptly return such certificates to the public stockholders.
Liquidation if no business combination If we have not consummated a business combination within 24 months from the date of this prospectus, our corporate existence will cease except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law, in which case we will as promptly as practicable thereafter adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law.

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Section 278 provides that our existence will continue for at least three years after its expiration for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against us, and of enabling us gradually to settle and close our business, to dispose of and convey our property, to discharge our liabilities and to distribute to our stockholders on a pro rata basis any remaining assets, but not for the purpose of continuing the business for which we were organized. Our existence will continue automatically even beyond the three-year period for the purpose of completing the prosecution or defense of suits begun prior to the expiration of the three-year period, until such time as any judgments, orders or decrees resulting from such suits are fully executed.
Section 281 of the Delaware General Corporation Law will require us 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 claims of creditors known to us at that time or those we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to our public stockholders. We have not assumed that we will have to provide for payment on any claims that may potentially be brought against us within the subsequent 10 years due to the speculative nature of such an assumption. We cannot assure 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 of creditors to the extent of distributions received by them (but no more). However, because we are a development stage company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors, service providers (such as accountants, lawyers, investment bankers, etc.) and prospective target businesses. While we will seek to have all vendors, service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business), prospective target businesses or other entities that are owed money by us for services rendered or contracted for, or products sold to us, execute agreements with us waiving any claim they may have to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse

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against the trust account or that a court would not conclude that such agreements are not legally enforceable.
MacAndrews & Forbes liability for certain claims MacAndrews & Forbes has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of vendors, service providers or other entities that are owed money by us for services rendered or contracted for, or products sold to us, or by claims of prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a business combination with such target business. However, MacAndrews & Forbes will not be liable for any claimed amounts owed to a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) or in respect of any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
We cannot assure you that MacAndrews & Forbes will be able to satisfy its obligations, if it is required to do so. Further, MacAndrews & Forbes is liable only to the extent necessary to ensure that the amounts in the trust fund are not reduced. As a result, we cannot assure you that the per-share distribution from the trust fund, if we liquidate, will not be less than $9.83, plus interest then held in the trust fund.
Waiver by our sponsor and the underwriter of participation in liquidation distribution Our sponsor and its permitted transferees will have no right to participate in any liquidation distribution occurring upon our failure to consummate a business combination and subsequent liquidation, with respect to the common stock owned by them prior to this offering, including the common stock issuable upon exercise of the sponsor warrants and the warrants included in the sponsor units. In addition, the underwriter has agreed to waive its rights to the $17,500,000 of deferred underwriting discounts and commissions deposited in the trust account in the event we liquidate prior to the consummation of a business combination.
Costs of liquidation We will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, we may request from the trustee up to $75,000 of accrued interest on the trust account to pay for liquidation costs and expenses.

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Amended and restated certificate of incorporation; obligations to our stockholders Our amended and restated certificate of incorporation will contain several provisions relating to this offering that will apply to us until the consummation of our business combination, including those providing for (i) stockholder approval of our business combination, (ii) conversion rights for stockholders who vote against our business combination, and (iii) the termination of our existence after 24 months if we have not consummated a business combination. These provisions may only be amended with the affirmative vote of at least 95% of our outstanding shares of common stock. While we have been advised that this limitation on our ability to amend our amended and restated certificate of incorporation may not be enforceable under Delaware law, we view these provisions as obligations to our stockholders and we presume that investors will make an investment decision relying, at least in part, on these provisions. We will not support, directly or indirectly, or in any way endorse or recommend, that stockholders approve an amendment or modification to these provisions. We will be contractually obligated not to take such actions pursuant to the underwriting agreement that we will enter into with the underwriter in connection with this offering.
Audit committee to monitor compliance We will establish and maintain an audit committee to, among other things, monitor compliance on a quarterly basis with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering.
Determination of offering amount We determined the size of this offering based on our estimate of the capital required to consummate a business combination with one or more viable target businesses with sufficient scale to operate as a stand-alone public entity. We believe that raising the amount described in this offering will offer us a broad range of potential target businesses possessing some or all of the characteristics we believe are important. In determining the size of this offering, our officers and directors concluded, based on their collective experience, that an offering of this size, together with the proceeds of the sponsor warrants, would provide us with sufficient equity capital to execute our business plan of pursuing an acquisition of one or more target businesses with a total enterprise value of $500 million or more.

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We believe that the amount of equity capital raised in this offering, together with our ability to finance an acquisition using equity or debt in addition to the cash held in the trust account, will give us substantial flexibility in pursuing a business combination with one or more target businesses and structuring our business combination. This belief is not based on any research, analysis, evaluations, discussions or compilations of information with respect to any particular investment or any such action undertaken in connection with our organization. We cannot assure you that our belief is correct, that we will be able to successfully identify acquisition candidates, that we will be able to obtain any necessary financing or that we will be able to consummate a transaction with one or more target businesses that satisfy the requirements of our business combination.

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Summary Financial Data

The following table summarizes the relevant financial data for our business and should be read together with our financial statements and the notes thereto, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.


  November 26, 2007
Actual As Adjusted(1)
Balance Sheet Data:    
Working capital (deficiency) $ (123,981 )  $ 474,082,758
Total assets 353,131 474,309,870
Total liabilities 398,981 148,981
Common stock subject to mandatory redemption 3,261
Value of common stock that may be converted to cash(2) 147,437,990
Stockholders’ equity (deficit) (49,111 )  326,722,899
(1) These amounts assume the payment to our underwriter of the $17,500,000 of deferred underwriting discounts and commissions held in trust and the redemption of 1,875,000 sponsor units and repayment of the $250,000 loan to MacAndrews & Forbes.
(2) 14,999,999 shares of common stock, at an initial per-share conversion price of approximately $9.83, subject to possible conversion. If we consummate our business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to approximately 29.99% of the aggregate number of shares included in the units being sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (net of taxes and income of up to $9,000,000 disbursed to us for working capital purposes).

The ‘‘as adjusted’’ information gives effect to the sale of the units we are offering (other than pursuant to the underwriter’s over-allotment option), including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.

The ‘‘as adjusted’’ working capital and total assets amounts include the $464,210,000 from the proceeds of this offering and the $10,000,000 purchase price of the sponsor warrants, $473,960,000 of which will be available to us only upon the consummation of a business combination. The as adjusted working capital amount does not include the $17,500,000 to be held in the trust account ($20,125,000 if the underwriter’s over-allotment option is exercised) representing the deferred underwriting discounts and commissions. If we have not consummated a business combination within 24 months from the date of this prospectus, our corporate existence will cease and we will promptly distribute only to our public stockholders on a pro rata basis the amount in our trust account, including the amount of the deferred underwriting discounts and commissions held in trust (net of taxes and income of up to $9,000,000 disbursed to us for working capital purposes) plus any remaining net assets, subject to our obligations under Delaware law to provide for claims of creditors. Our sponsor and its permitted transferees will have no right to participate in any liquidation distribution occurring upon our failure to consummate a business combination and subsequent liquidation with respect to the shares of common stock owned by it prior to this offering, including the shares of common stock issuable upon exercise of the sponsor warrants and the warrants included in the sponsor units.

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We will not proceed with a business combination if public stockholders owning 30% or more of the shares of common stock issued in this offering vote against the proposed business combination and exercise their conversion rights. Accordingly, we may effect a business combination if public stockholders owning up to approximately 29.99% of the shares of common stock issued in this offering exercise their conversion rights. If this occurred and a business combination is consummated, we could be required to convert to cash from the trust account up to approximately 29.99% of the 50,000,000 shares of common stock issued in this offering, or 14,999,999 shares of common stock, at an initial per-share conversion price of approximately $9.83, without taking into account income earned on the trust account or rights of creditors to funds held in the trust account, if any. The actual per-share conversion price will be equal to:

  the amount in the trust account, inclusive of any interest thereon (net of any taxes and up to $9,000,000 of income disbursed to us for working capital purposes and calculated as of two business days prior to the consummation of the proposed business combination), divided by
  the number of shares of common stock issued in this offering.

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 Risk Factors 

Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before making a decision to invest in our units. If any of the following risks occur, our business, financial condition or results of operations may be materially and adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

Risks Related to Our Structure as a Development Stage Company

We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.

We are a recently incorporated development stage company with no operating results to date. Our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have any operations or an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire one or more domestic or international operating businesses. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective target business with respect to a business combination. We will not generate any revenues or income (other than income on the trust account) until, at the earliest, after the consummation of a business combination.

We will liquidate if we do not consummate a business combination.

Pursuant to our amended and restated certificate of incorporation, we have 24 months in which to consummate a business combination. If we fail to consummate a business combination within this time frame, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. The foregoing requirements are set forth in Article VI of our amended and restated certificate of incorporation and may not be amended without the affirmative vote of 95% of our outstanding shares except in connection with, and upon closing of, the business combination. We may not be able to find suitable target businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of a business combination. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business. If we are forced to liquidate, you may not receive the full amount of your original investment.

Although historically blank check companies have used a 20% threshold for conversion rights, we have used a 30% threshold. This higher threshold will make it easier for us to consummate a business combination with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

We will proceed with our business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 30% of the shares included in the units being sold in this offering vote against the business combination and exercise their conversion rights. Accordingly, public stockholders holding approximately 29.99% of the shares included in the units being sold in this offering may vote against the business combination and exercise their conversion rights and we could still consummate a proposed business combination. Historically, blank check companies have had a conversion threshold of 20%, which makes it more difficult for such companies to consummate their business combination. Thus, because we permit a larger number of stockholders to vote against the business combination and exercise their conversion rights, it will be easier for us to consummate a business combination with a target business that you may believe is not suitable for us, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

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The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

When we seek stockholder approval of a business combination, we will offer each public stockholder (but not our sponsor or our officers or directors) the right to have its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated. If our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. In the event that the business combination involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting as a ‘‘group,’’ will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering.

When we seek stockholder approval of a proposed business combination, we will offer each public stockholder (but not our sponsor or our officers or directors) the right to have its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated. Notwithstanding the foregoing, a public stockholder, together with any affiliate or any other person with whom it is acting as a ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering. Accordingly, if you purchase more than 10% of the shares of common stock included in the units being sold in this offering and a proposed business combination is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares or sell them in the open market. We cannot assure you that the value of such additional shares will appreciate over time following a business combination or that the market price of the common stock will exceed the per-share conversion price.

We may require stockholders who wish to convert their shares to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising conversion rights.

We may require public stockholders who wish to convert their shares in connection with our business combination to physically tender their stock certificates to our transfer agent prior to the stockholder meeting or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If we elect to require physical tender and it takes longer than we anticipate to obtain a physical certificate, stockholders who wish to convert may be unable to obtain physical certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.

We cannot assure you that certain provisions of our amended and restated certificate of incorporation will not be amended other than in connection with the consummation of a business combination.

We view the provisions of our amended and restated certificate of incorporation to be obligations to our stockholders and we presume that investors will make an investment decision relying, at least

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in part, on these provisions. Although we are contractually obligated not to amend or waive these provisions pursuant to the underwriting agreement that we will enter into with the underwriter in connection with this offering, and these provisions may only be amended with the affirmative vote of at least 95% of our outstanding shares of common stock prior to our business combination, we cannot assure you that this supermajority requirement will be enforceable under Delaware law and that these provisions will not be amended or waived by a vote of fewer than 95% of such shares.

If we are forced to liquidate before the consummation of a business combination and distribute the amounts in the trust account, our public stockholders may receive significantly less than $10.00 per share and our warrants will expire worthless.

We have 24 months in which to consummate a business combination. If we are unable to consummate a business combination within this time frame and are forced to liquidate the trust account, the per-share liquidation price received by our public stockholders from the trust account may be less than $10.00 because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Upon the liquidation of the trust account, public stockholders will be entitled to receive (unless there are claims not otherwise satisfied by the amount not held in the trust account or the indemnification provided by MacAndrews & Forbes) approximately $9.83 per share plus income earned on their pro rata portion of the trust account (net of taxes and amounts disbursed to us for working capital purposes), which includes $17,500,000 ($0.35 per unit) of the deferred underwriting discounts and commissions and the $10,000,000 (approximately $0.20 per unit) purchase price of the sponsor warrants. In addition, if we do not have sufficient funds to pay the costs of liquidation from our remaining assets outside of the trust account, we may request from the trustee up to $75,000 of accrued interest on the trust account to pay for liquidation costs and expenses. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received a return of funds from the liquidation of our trust account could be liable for claims made by our creditors. Furthermore, there will be no distribution with respect to our outstanding warrants, which will expire worthless if we liquidate the trust account in the event we do not consummate a business combination within the prescribed time frame.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders from the trust account as part of our plan of distribution will be less than approximately $9.83 per share.

Our placing of funds in trust may not protect those funds from third-party claims against us. Third-party claims may include contingent or conditional claims and claims of directors and officers entitled to indemnification under our amended and restated certificate of incorporation or under indemnity agreements. We intend to pay any claims from our funds not held in trust to the extent sufficient to do so. Although we will seek to have all vendors, service providers and prospective target businesses or other entities that are owed money by us for services rendered or contracted for or products sold to us waive any claim of any kind to any monies held in the trust account, there is no guarantee that they will execute such agreements. Even if they execute such agreements, they could bring claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver.

Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public stockholders and the per-share liquidation price could be less than the

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approximately $9.83 per share held in the trust account, plus interest (net of any taxes and amounts disbursed to us for working capital purposes), due to claims of such creditors. If we are unable to consummate a business combination and we liquidate, MacAndrews & Forbes will be liable to ensure that the proceeds in the trust account are not reduced if we did not obtain a valid and enforceable waiver from such vendors, service providers, prospective target businesses or other entities. We cannot assure you that MacAndrews & Forbes will be able to satisfy those obligations. Moreover, our sponsor will not be liable in the event we obtain a waiver of any claim of any kind to any monies held in the trust account from any such vendor, service provider, prospective target business or other entity, even if such waiver is subsequently found to be invalid and unenforceable. The indemnification from MacAndrews & Forbes will also be unavailable in respect of any claims under our indemnity of the underwriter against certain liabilities related to this offering.

In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the funds held in our trust account will be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be able to return to our public stockholders at least $9.83 per share (or $9.81 if the underwriter’s over-allotment option is exercised in full).

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 24 months from the date of this prospectus. If we have not consummated a business combination within such time frame and amended this provision in connection therewith, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Section 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 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 our corporate existence terminates 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 claims of 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 assure 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 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. In the event of our liquidation, we may have to adopt a plan to provide for the payment of claims that may potentially be brought against us, which could result in the per-share liquidation amount to our stockholders being significantly less than approximately $9.83.

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

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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 24 months from the date of this prospectus, 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 the company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

You will not have any rights or interest in funds from the trust account, except under certain limited circumstances.

Our public stockholders will be entitled to receive funds from the trust account only in the event of our liquidation or if they seek to convert their respective shares of common stock into cash in connection with a business combination that the stockholder voted against and that is consummated by us. In no other circumstances will a stockholder have any right or interest of any kind in the trust account.

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 consummate a business combination.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. 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 with 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. By restricting the holdings of the trust account to these instruments, we believe that we will not be deemed an investment company within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or money market funds. The trust account and the purchase of government securities and money market funds for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, liquidation and return of the funds held in this trust account to our public stockholders.

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 consummate a business combination, including:

  restrictions on the nature of our investments;
  restrictions on borrowing; and
  restrictions on the issuance of securities, including warrants.

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

  registration as an investment company;
  adoption of a specific form of corporate structure; and
  reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

If we are deemed to be an investment company at any time, we will be required to comply with additional regulatory requirements under the Investment Company Act that would require additional expenses for which we have not budgeted. Furthermore, if we are deemed to be an investment company, our contracts may be voided and we may be unable to consummate a business combination.

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If we are unable to consummate a business combination, our public stockholders will be forced to wait at least 24 months before receiving liquidation distributions.

We have 24 months in which to consummate a business combination. We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto and only then in cases where investors have properly sought conversion of their shares. Only after the expiration of this 24-month period will public stockholders be entitled to liquidation distributions if we are unable to consummate a business combination.

You will not be entitled to protections normally afforded to investors of blank check companies.

Since the net proceeds of this offering are intended to be used to consummate a business combination with an unidentified target business, we may be deemed to be a blank check company under the United States securities laws. However, since we will have net tangible assets in excess of $5 million upon the successful consummation of this offering and will file a current report on Form 8-K with the Securities and Exchange Commission upon consummation of this offering including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the Securities and Exchange Commission to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules, such as entitlement to all the income earned on the funds deposited in the trust account. Because we are not subject to these rules, including Rule 419, our units will be immediately tradable and we have a longer period of time to consummate a business combination in certain circumstances than we would if we were subject to such rule. For a more complete comparison of the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419, see the section below entitled ‘‘Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.’’

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a ‘‘going concern.’’

As of November 26, 2007, we had $275,000 in cash and a working capital deficiency of $123,981. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations.’’ Our plans to raise capital and to consummate a business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

Risks Relating to Our Business Combination

The requirement that we consummate a business combination within 24 months may give potential target businesses leverage over us in negotiating a business combination.

We will liquidate and promptly distribute only to our public stockholders on a pro rata basis the net amount in our trust account (subject to our obligations under Delaware law for claims of creditors) plus any remaining net assets if we do not effect a business combination within 24 months from the date of this prospectus. Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement. Consequently, such target businesses may obtain leverage over us in negotiating a business combination, knowing that if we do not consummate a business combination with that particular target business, we may be unable to consummate a business combination with any target business. This risk will increase as we get closer to the time limit referenced above.

We may issue shares of our capital stock to consummate a business combination, which would reduce the equity interest of our stockholders and may cause a change in control of our ownership.

Our amended and restated certificate of incorporation authorizes the issuance of up to 225,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred

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stock, par value $0.0001 per share. Immediately after this offering (assuming full exercise of the underwriter’s over-allotment option), there will be 71,250,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares of common stock upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitment as of the date of this prospectus, we may issue a substantial number of additional shares of our common or preferred stock, or a combination of common and preferred stock, to consummate a business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:

  may significantly reduce the equity interest of our stockholders;
  may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to the holders of our common stock;
  may cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors and cause our public stockholders to become minority stockholders in the combined entity; and
  may adversely affect prevailing market prices for our common stock.

If the net proceeds of this offering not being placed in trust together with income earned on the trust account available to us are insufficient to allow us to operate for at least the next 24 months, we may not be able to consummate a business combination.

We currently believe that, upon consummation of this offering, the $250,000 in funds available to us outside of the trust account together with up to $9,000,000 of income earned on the trust account that may be released to us will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. However, we cannot assure you that our estimates will be accurate. We will depend on sufficient income being earned on the proceeds held in the trust account to provide us with up to $9,000,000 of additional working capital we may need to identify one or more target businesses and to consummate our business combination, as well as to pay any taxes that we may owe. A substantial decline in interest rates may result in our having insufficient funds available with which to structure, negotiate or close our business combination. In such event, we would need to raise additional funds to operate or may be forced to liquidate. Neither our sponsor nor any member of our management team is under any obligation to loan us money under such circumstances.

Because of our limited resources and the significant competition for business combination opportunities, including numerous companies with a business plan similar to ours, it may be more difficult for us to consummate a business combination.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the type of businesses that we may intend to acquire. Many of these competitors possess greater technical, human and other resources, or more local industry knowledge, or greater access to capital, than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous target businesses that we could potentially acquire with the net proceeds of this offering, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, the obligation that we have to seek stockholder approval of a business combination may delay the consummation of a transaction and make us less attractive to a potential target business. In addition, our outstanding warrants and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Also, our obligation in certain

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instances to convert into cash shares of our common stock may reduce the resources available to us for a business combination. Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.

Since we have not yet selected any target business with which to consummate a business combination, we are unable to currently ascertain the merits or risks of the business’s operations and investors will be relying on management’s ability to source and evaluate potential business combinations.

Because we have not yet identified a prospective target business, investors in this offering currently have no basis to evaluate the possible merits or risks of our business combination. Although our management and board of directors will evaluate the risks inherent in a particular target business, we cannot assure you that they will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a target business. Except for the limitation that a target business have a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the underwriter’s deferred underwriting discounts and commissions held in trust) at the time of the business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Investors will be relying on the ability of our officers and directors to source business combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations.

We may have only limited ability to evaluate the management of the target business.

While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company, which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various operational issues that may adversely affect our operations.

Limited information may be available for privately-held companies that could be our potential targets.

In accordance with our acquisition strategy, we may seek a business combination with one or more privately-held companies or one or more divisions or subsidiaries of one or more publicly-owned companies. Generally, very little public information exists about these companies compared to public companies, and we may be required to rely on the ability of our officers and directors, with the assistance of advisors, to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to identify all material information about these companies, then we may not make a fully informed investment decision, and we may lose money on our investments.

Since we may acquire a business that has operations outside the United States, we may encounter risks specific to one or more countries in which we ultimately operate.

If we acquire a business that has operations outside the United States, we will be exposed to risks that could negatively impact our future results of operations following a business combination. The additional risks to which we may be exposed in any such case include but are not limited to:

  tariffs and trade barriers;
  regulations related to customs and import/export matters;
  tax issues, such as tax law changes and variations in tax laws as compared to the United States;
  cultural and language differences;
  an inadequate banking system;

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  currency fluctuations and foreign exchange controls;
  restrictions on the repatriation of profits or payment of dividends;
  crime, strikes, riots, civil disturbances, terrorist attacks and wars;
  challenges in collecting accounts receivable;
  employment regulations;
  nationalization or expropriation of property;
  law enforcement authorities and courts that are inexperienced in commercial matters; and
  deterioration of political relations with the United States.

In addition, if we acquire a business that conducts a substantial portion of its business in emerging economies, we could face additional risks, including the following:

  the challenge of navigating a complex set of licensing requirements and restrictions affecting the conduct of business in such countries by foreign companies;
  difficulties and limitations on the repatriation of cash;
  currency fluctuation and exchange rate risks;
  protection of intellectual property, both for us and our customers; and
  difficulty retaining management personnel and skilled employees.

If we are unable to manage these risks following a business combination, we may face significant liability, our international sales could decline and our financial results could be adversely affected.

Because we must provide our stockholders with target business financial statements prepared in accordance with and reconciled to United States generally accepted accounting principles, the pool of prospective target businesses may be limited.

In accordance with the requirements of U.S. federal securities laws, in order to seek stockholder approval of a business combination, a proposed target business will be required to have certain financial statements that are prepared in accordance with, or that can be reconciled to, U.S. generally accepted accounting principles, or U.S. GAAP, and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States). To the extent that a proposed target business does not have financial statements that have been prepared with, or that can be reconciled to, U.S. GAAP, and audited in accordance with the standards of the PCAOB, we will not be able to acquire that proposed target business. These financial statement requirements may limit the pool of potential target businesses.

Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

It is anticipated that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others advisors. If a decision is made not to consummate a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons, including those beyond our control, such as public stockholders who own 30% or more of the shares of common stock issued in this offering voting against the proposed business combination and opting to have us redeem their stock for a pro rata share of the trust account, even if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. Neither our sponsor nor our management team is under any obligation to advance funds to us in such circumstances.

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We may only be able to consummate one business combination with the proceeds of this offering, which may cause us to be solely dependent on a single business which may have a limited number of products or services.

Our business combination must be with one or more target businesses having a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination. However, we may not be able or desire to acquire more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the Securities and Exchange Commission that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to consummate several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be solely dependent upon the performance of a single business, or dependent upon the development or market acceptance of a single or limited number of products, processes or services.

We will not be required to obtain an opinion from an unaffiliated third party as to the fair market value of the target business or that the price we are paying for the business is fair to our stockholders.

We are not required to obtain an opinion from an unaffiliated third party that either the target business we select has a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination or that the price we are paying is fair to stockholders, unless our board is not able to independently determine that a target business has a sufficient market value.

Firms providing fairness opinions typically place limitations on the purposes for which the opinion may be used, and there can be no assurances that, as a result of such limitations or applicable law, stockholders, in addition to the board of directors, will be entitled to rely on any opinion that may be obtained. We expect to require that any firm selected by us to provide a fairness opinion will adhere to general industry practice in stating the purposes for which its opinion may be used. If no opinion is obtained, our stockholders will be relying on the judgment or our board of directors.

There may be tax consequences associated with our acquisition, holding and disposition of target companies and assets.

We may incur significant taxes in connection with effecting acquisitions; holding, receiving payments from, and operating target companies and assets; and disposing of target companies and assets.

We may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

We must conduct a due diligence investigation of the target businesses we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even if we conduct extensive due diligence on a target business with which we combine, this diligence may not reveal all material issues that may affect a particular target business, and factors outside the control of the target business and outside of our control may arise later. If our diligence fails to identify issues specific to a target business, industry or the environment in which the target business operates, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even though these charges may be non-cash

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items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Your only opportunity to evaluate and affect the investment decision regarding a potential business combination will be limited to voting for or against the business combination submitted to our stockholders for approval.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Accordingly, your only opportunity to evaluate and affect the investment decision regarding a potential business combination will be limited to voting for or against the business combination submitted to our stockholders for approval. In addition, a proposal that you vote against could still be approved if a sufficient number of public stockholders vote for the proposed business combination. Alternatively, a proposal that you vote for could still be rejected if a sufficient number of public stockholders vote against the proposed business combination.

We could face additional risks in our ability to consummate our business combination if we choose to simultaneously acquire several businesses.

If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

Certain regulatory requirements may increase the time and costs of consummating an acquisition.

If we were to acquire a previously privately owned company, it most likely will incur additional costs in order to comply with the requirements of the Sarbanes-Oxley Act of 2002 and other public company requirements, which in turn would reduce our earnings. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and requires that we have such system of internal controls audited beginning with our Annual Report on Form 10-K for the year ending December 31, 2009. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management’s evaluation of our system of internal controls. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any business combination. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We may be unable to obtain additional financing, if required, to consummate a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination.

Although we believe that the net proceeds of this offering and the private placement of sponsor warrants will be sufficient to allow us to consummate a business combination, because we have not yet

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identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the private placement prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in the course of searching for suitable target businesses, or the obligation to convert into cash a significant number of shares of our common stock from dissenting stockholders, we will be required to seek additional financing such as debt, equity or co-investment with other investors. We cannot assure you that any additional financing will be available to us on acceptable terms, if at all. During the third quarter of 2007, the global financial markets experienced declining equity valuations and disruptions in the credit markets due to liquidity imbalances and repricing of risk. These factors have and may continue to cause disruptions in the credit markets, which may impact our ability to obtain additional financing on reasonable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to secure additional financing, and, as a result, we fail to consummate a business combination in the allotted time, we would liquidate the trust account. In addition, if we consummate a business combination, we may require additional financing to fund continuing operations and/or growth. The failure to secure additional financing if required could have a material adverse effect on our ability to continue to develop and grow, even if we consummate a business combination. None of our officers or directors or our sponsor is required to provide any financing to us in connection with or after the consummation of a business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to consummate a business combination, which may adversely affect our financial condition.

Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur debt, we may choose to incur substantial debt to consummate a business combination. The incurrence of debt could result in:

  default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our debt obligations;
  acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due, if the debt contained covenants that required the maintenance of certain financial ratios or reserves and any such covenant were breached without a waiver or renegotiation of that covenant;
  our immediate payment of all principal and accrued interest, if any, if the debt was payable on demand;
  covenants that limit our ability to pay dividends on our common stock, acquire capital assets or make additional acquisitions; and
  our inability to obtain additional financing, if necessary, if the debt contained covenants restricting our ability to obtain additional financing while such debt was outstanding.

Risks Relating to Our Securities

The determination of the offering price of our units is more arbitrary compared with the pricing of securities for an operating company in a particular industry.

Prior to this offering, there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriter. Factors considered in determining the prices and terms of the units, including the common stock and warrants included in the units, include:

  the history and prospects of companies whose principal business is the acquisition of other companies;
  prior offerings of those companies;

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  our prospects for acquiring an operating business at attractive values;
  our capital structure;
  an assessment of our management and their experience in identifying operating companies;
  general conditions of the securities markets at the time of this offering; and
  other factors as were deemed relevant.

However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since we have no historical operations or financial results to compare them to.

You will experience immediate and substantial dilution from the purchase of our common stock.

Our sponsor paid an aggregate of $25,000, or approximately $0.0017 per sponsor unit, for its 14,375,000 sponsor units (including the 1,875,000 units subject to mandatory redemption (for a maximum redemption price of $3,261) if and to the extent the underwriter’s over-allotment option is not exercised in full) issued and outstanding prior to this offering and the private placement of the sponsor warrants. The difference between the public offering price per share of common stock (assuming no value is attributed to the warrants) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to the investors in this offering. Our sponsor acquired its sponsor units at a nominal price, significantly contributing to this dilution. Assuming this offering is completed, you and the other new investors will incur an immediate and substantial dilution of approximately 31.2% or approximately $3.12 per share (the difference between the pro forma net tangible book value per share of approximately $6.88, and the initial offering price of $10.00 per unit), not including the effect of certain offering costs for which payment is deferred until consummation of a business combination.

Our outstanding warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination.

In connection with this offering, we will be issuing warrants to purchase up to 50,000,000 shares of common stock. In addition, we have also agreed to issue up to an additional 7,500,000 warrants to purchase additional shares of our common stock if the over-allotment option that we granted to our underwriter is exercised in full. In November 2007, we issued 14,375,000 warrants to our sponsor (1,875,000 of which are subject to mandatory redemption (for a maximum redemption price of $3,261) if and to the extent the underwriter’s over-allotment option is not exercised in full) and, immediately prior to the closing of this offering we will issue and sell 10,000,000 sponsor warrants to our sponsor in exchange for $10,000,000 to be deposited in our trust account. We may also issue additional warrants as part of the co-investment units our sponsor has agreed to purchase immediately prior to the business combination to the extent our sponsor has not purchased the full $40,000,000 of our common stock pursuant to the limit orders described in this prospectus.

To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares of common stock upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares of common stock issued to consummate the business combination. Therefore, our warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. In addition, the sale, or even the possibility of sale, of the shares of common stock issuable upon exercise of the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

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If we redeem the warrants included in the units offered to the public, the sponsor warrants and the warrants included in the sponsor units, which are non-redeemable so long as they are held by the sponsor or its permitted transferees, could provide the sponsor and its permitted transferees with the ability to realize a larger gain than the public warrant holders.

The warrants held by our public warrant holders may be called for redemption at any time after the warrants become exercisable:

  in whole and not in part;
  at a price of $0.01 per warrant;
  upon a minimum of 30 days prior written notice of redemption to each warrant holder; and
  if, and only if, the last sale price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders.

In addition, we may not redeem such warrants unless the shares of common stock issuable upon exercise of those warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the redemption.

Redemption of the warrants could force the warrant holders to (i) exercise the warrants and pay the exercise price at a time when it may be disadvantageous for the holders to do so, (ii) sell the warrants at the then current market price when they might otherwise wish to hold the warrants or (iii) accept the nominal redemption price, which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

As a result of the sponsor warrants and the warrants included in the sponsor units not being subject to redemption so long as they are held by the sponsor or its permitted transferees, holders of such warrants could realize a larger gain than our public warrant holders in the event we redeem our public warrants.

Our management’s ability to require holders of our public warrants to exercise such warrants on a cashless basis, if exercised, would cause holders to 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 public warrants for redemption after the redemption criteria described above 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.

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

Although we have applied to have our securities listed on the American Stock Exchange, as of the date of this prospectus, there is currently no market for our securities. Prospective stockholders therefore have no access to information about prior trading history on which to base their investment decision. Once listed on the American Stock Exchange, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established or sustained.

In the event that our securities are listed on the American Stock Exchange, the American Stock Exchange may de-list our securities from quotation on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We anticipate that our securities will be listed on the American Stock Exchange, a national securities exchange, upon consummation of this offering. We cannot assure you that our securities, if

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listed, will continue to be listed on the American Stock Exchange in the future. In addition, in connection with a business combination, it is likely that the American Stock Exchange may require us to file a new listing application and meet its initial listing requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the American Stock Exchange de-lists our securities from trading on its exchange, we could face significant material adverse consequences, including:

  a limited availability of market quotations for our securities;
  a determination that our common stock is a ‘‘penny stock,’’ which would require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
  a more limited amount of news and analyst coverage for our company;
  a decreased ability to issue additional securities or obtain additional financing in the future; and
  a decreased ability of our security holders to sell their securities in certain states.

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

Holders of our warrants will be able to exercise the warrants only if (i) a current registration statement under the Securities Act relating to the shares of our common stock issuable upon exercise of the warrants is then effective and (ii) such shares of common stock are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although we have undertaken in the warrant agreement, and therefore have a contractual obligation, to use commercially reasonable efforts to maintain a current registration statement covering the issuance of the shares of common stock issuable upon exercise of the warrants following completion of this offering to the extent required by federal securities laws, and we intend to comply with our undertaking, we cannot assure that we will be able to do so and therefore the warrants could expire worthless. Such expiration would result in each holder paying the full unit purchase price solely for the shares of common stock included in the units. In addition, we have agreed to use commercially reasonable efforts to register the issuance of the shares of common stock issuable upon exercise of the warrants under the blue sky laws of the states of residence of the existing warrant holders, to the extent an exemption is not available. The value of the warrants may be greatly reduced if a registration statement covering the issuance of the shares of common stock issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. Holders of warrants who reside in jurisdictions in which the issuance of the shares of common stock issuable upon exercise of the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. In no event will the registered holders of a warrant be entitled to receive a net cash settlement or other consideration in lieu of physical settlement in shares of our common stock.

Certain warrant holders are unlikely to receive direct notice of redemption of our warrants.

We expect most purchasers of our warrants will hold their securities through one or more intermediaries and consequently you are unlikely to receive notice directly from us that the warrants are being redeemed. If you fail to receive notice of redemption from a third party and your warrants are redeemed for nominal value, you will not have recourse against us.

Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law may delay or prevent our acquisition by a third party, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our amended and restated certificate of incorporation and our amended and restated by-laws, which we intend to adopt prior to the completion of this offering, will contain several provisions that

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may make it more difficult or expensive for a third party to acquire control of us without the approval of our board of directors. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. The provisions include, among others:

  provisions establishing a board of directors that is divided into three classes with staggered terms;
  provisions relating to the number and election of directors, the appointment of directors upon an increase in the number of directors or vacancy and provisions permitting the removal of directors only for cause and with a 662/3% stockholder vote;
  provisions requiring a 662/3% stockholder vote for the amendment of certain provisions of our certificate of incorporation and for the adoption, amendment and repeal of our by-laws;
  provisions barring stockholders from calling a special meeting of stockholders or requiring one to be called;
  elimination of the right of our stockholders to act by written consent; and
  provisions prescribing advance notice procedures for stockholders’ nominations of directors and proposals for consideration at meetings of stockholders.

Moreover, our board of directors has the ability to designate the terms of and issue new series of preferred stock. Together, these provisions of our amended and restated certificate of incorporation, by-laws and Delaware law may make the removal of management more difficult and may discourage potential takeover attempts that could otherwise involve payment of a premium over prevailing market prices for our securities and reduce the price that investors might be willing to pay for shares of our common stock in the future, which could reduce the market price of our common stock.

If our sponsor and MacAndrews & Forbes exercise their registration rights with respect to their securities in the company, 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 sponsor and MacAndrews & Forbes and their permitted transferees are entitled to demand that we register the resale of their securities in the company at any time after such securities are no longer subject to transfer restrictions. The presence of the additional shares of common stock and warrants 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 acquiring the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or may 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.

Risks Related to our Officers and Directors and Our Sponsor

Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our officers and directors, some or all of whom may not continue with us following a business combination.

None of our current key personnel, including our officers, will have entered into employment or consulting agreements with us prior to our business combination. Further, although we presently anticipate that some of our officers will remain associated in senior management, advisory or other positions with us following a business combination, some or all of the management associated with a target business may also remain in place.

In making the determination as to whether current management of the target business should remain with us following the business combination, we will analyze the experience and skill set of the

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target business’s management and negotiate as part of the business combination that our initial officers and directors remain if it is believed that it is in the best interests of the combined company after the consummation of the business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

Our key personnel may not continue to provide services to us after the consummation of a business combination if we are unable to negotiate employment or consulting agreements with them in connection with or subsequent to the business combination, the terms of which would be determined at such time between the respective parties. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the consummation of the business combination. While the personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, the ability of such individuals to remain with us after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. In addition, it is possible that certain key employees of a target business may not remain with the surviving company and may need to be replaced by our officers or other management personnel recruited by us. We may be unable to successfully fill these positions, which could materially harm our business and results of operations.

Our officers and directors are not required to commit their full time to our affairs and, accordingly, may have conflicts of interest in allocating their time among various business activities. Such conflicts of interest could have a negative impact on our ability to consummate a business combination.

While we expect that our current officers and directors will devote a portion of their time to our business, our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We do not intend to have any full time employees prior to the consummation of a business combination. All of our current officers and directors are currently employed by other entities and are not obligated to devote any specific number of hours to our affairs. If other entities require them to devote more substantial amounts of time to their business and affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. We cannot assure you that these conflicts will be resolved in our favor.

Our sponsor currently owns shares of our common stock that will not participate in the liquidation of the trust account and a conflict of interest may arise in determining whether a particular target business is appropriate for a business combination.

Our sponsor owns units that include our common stock and warrants that were issued prior to this offering, but has waived its rights to participate in any liquidation distribution with respect to those shares of common stock if we are unable to consummate a business combination. In addition, our sponsor has agreed to purchase 10,000,000 sponsor warrants directly from us in a private placement immediately prior to the consummation of this offering at a purchase price of $1.00 per warrant for a total purchase price of $10,000,000. The shares of common stock acquired prior to this offering and any warrants owned by our sponsor will be worthless if we do not consummate a business combination. The personal and financial interests of our officers and our directors may influence their motivation in timely identifying and selecting a target business and consummating a business combination. Consequently, the discretion of our officers and directors in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest and as a result of such conflicts management may choose a target business that is not in the best interests of our public stockholders.

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Our officers, directors, security holders and their respective affiliates may have a pecuniary interest in certain transactions in which we are involved, and may also compete with us.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such parties may have an interest in certain transactions such as strategic partnerships or joint ventures in which we are involved, and may also compete with us. However, we have adopted a policy that, prior to the consummation of a business combination, none of our existing officers or directors or our sponsor, or any entity with which they are affiliated, will be paid, either by us or a target company, any finder’s fee, consulting fee or other compensation for any services they render in order to effectuate the consummation of a business combination, other than the reimbursement, subject to approval of our board of directors, of out-of-pocket expenses, the monthly fee of $10,000 payable to MacAndrews & Forbes and the payment to MacAndrews & Forbes for our allocable share of directors and officers insurance premiums.

Our officers’ and directors’ interests in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a conflict of interest in determining whether a particular target business is appropriate for an business combination and in the public stockholders’ best interest.

Unless we consummate our business combination, our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and the amount of interest income from the trust account up to a maximum of $9,000,000 that may be released to us as working capital. Our officers and directors may, as part of any business combination, negotiate the repayment of some or all of any such excess expenses. We do not have a policy that prohibits our officers and directors from negotiating for the reimbursement of such expenses by a target business. If the owners of the target business do not agree to such repayment, this could cause our management to view such potential business combination unfavorably, thereby resulting in a conflict of interest. The financial interest of our officers or directors could influence our officers’ and directors’ motivation in selecting a target business and therefore there may be a conflict of interest when determining whether a particular business combination is in the stockholders’ best interest.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

None of our officers or directors have been or currently are a principal of, or affiliated or associated with, a blank check company. However, our officers and directors may in the future become affiliated with additional entities, including other blank check companies, which may be engaged in activities similar to those intended to be conducted by us. In addition, our officers and directors may become aware of business opportunities that may be appropriate for presentation to us and the other entities to which they owe fiduciary duties or other contractual obligations. Accordingly, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

We cannot assure you that these conflicts will be resolved in our favor and, as a result, we may be denied certain investment opportunities or may otherwise be disadvantaged in some situations by our relationship to our sponsor and its affiliates.

In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our business combination, our liquidation and such time as he or she ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any

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other entity, any business combination opportunity involving the potential acquisition of a controlling interest (whether through the acquisition of a majority of the voting equity interests of the target or through other means) in a company with an enterprise value of $500 million or more, unless (i) such opportunity is in a line of business reasonably related to that of any existing or future portfolio company or affiliate of MacAndrews & Forbes (in which case it would first be presented to such other company) or (ii) presenting such opportunity to us would conflict with any pre-existing fiduciary duties our officers and directors may have.

For a more detailed discussion of our management’s business affiliations and the potential conflicts of interest of which you should be aware, see the sections entitled ‘‘Management—Conflicts of Interest’’ and ‘‘Certain Relationships and Related Transactions.’’

Upon consummation of our offering, our sponsor will continue to exercise significant influence over us and its interests in our business may be different than yours.

Upon consummation of our offering, our sponsor and its permitted transferees (which may include our officers and directors) will own 20% of our issued and outstanding common stock (assuming they do not purchase units in this offering). This ownership interest, together with any other acquisitions of our shares of common stock (or warrants that are subsequently exercised), could allow our sponsor to influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions after consummation of our business combination. The interests of our sponsor and your interests may not always align and taking actions that require approval of a majority of our stockholders, such as selling the company, may be more difficult to accomplish. In the future, our sponsor or our officers or directors or any of their affiliates may decide, for financial or other reasons, to purchase our securities in the open market or in private transactions in compliance with our insider trading policy. Any decision to purchase additional securities in the open market or private transactions will likely be based on the trading price of the securities and a determination that the purchase represents an attractive investment opportunity.

In the event our sponsor or our officers or directors purchase shares in privately negotiated transactions from stockholders who have already cast votes against a proposed business combination and requested conversion of their shares, such selling stockholders would be required to revoke their prior votes against the proposed business combination and to revoke their prior elections to convert their shares and to cast new votes in favor of the proposed business combination. The revocation of prior negative votes and substitution therefor of votes in favor of the proposed business combination would have the effect of reducing conversions and increasing votes in favor of the proposed business combination, thereby making it more likely that a proposed business combination would be approved.

We have opted out of Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder for a period of three years after the interested stockholder became such. Therefore, subject to certain transfer restrictions described herein, our sponsor may transfer control of us to a third party by transferring our common stock, which would not require the approval of our board of directors or our other stockholders. In addition, such a change of control may not involve a merger or other transaction that would require payment of consideration to our other stockholders. The possibility that such a change of control could occur may limit the price that investors are willing to pay in the future for shares of our common stock.

Claims for indemnification by our officers and directors may reduce the funds available to satisfy successful third-party claims against us and may reduce the amount of money in the trust account.

Under our amended and restated certificate of incorporation and pursuant to certain indemnity agreements, we have agreed to indemnify our officers and directors against a variety of expenses (including attorneys’ fees) to the fullest extent permitted under Delaware law. If indemnification payments are made to our officers and directors pursuant to our amended and restated certificate of incorporation and indemnity agreements, the amount of money in the trust account may be reduced.

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 Cautionary Note Regarding Forward-Looking Statements 

The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words ‘‘anticipates,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘possible,’’ ‘‘potential,’’ ‘‘predicts,’’ ‘‘project,’’ ‘‘should,’’ ‘‘would’’ and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

  our ability to consummate our business combination;
  our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our business combination;
  our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our business combination, as a result of which they would then receive expense reimbursements;
  our potential ability to obtain additional financing to consummate our business combination;
  potential change in control if we acquire one or more target businesses for stock;
  our pool of prospective target businesses;
  the ability of our officers and directors to generate a number of potential investment opportunities;
  our public securities’ potential liquidity and trading;
  the listing or delisting of our securities from the American Stock Exchange or the ability to have our securities listed on the American Stock Exchange or any other securities exchange following a business combination;
  the use of proceeds not held in the trust account or available to us from income on the trust account balance; or
  our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading ‘‘Risk Factors.’’ Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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 Use of Proceeds 

We estimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the sponsor warrants (all of which will be deposited into the trust account), will be as set forth in the following table:


  Without
Over-Allotment
Option
With
Over-Allotment
Option
Exercised
Gross proceeds    
Proceeds from units offered to public $ 500,000,000 $ 575,000,000
Proceeds from sponsor warrants sold in the private placement 10,000,000 10,000,000
Total gross proceeds $ 510,000,000 $ 585,000,000
Offering expenses(1)    
Underwriting discounts and commissions (7.0% of gross proceeds from offering)(2) $ 35,000,000 $ 40,250,000
Legal fees and expenses(3) 400,000 400,000
Accounting fees and expenses(3) 100,000 100,000
Printing and engraving expenses(3) 100,000 100,000
Securities and Exchange Commission registration fee 17,653 17,653
FINRA filing fee 58,000 58,000
Stock exchange fees(3) 70,000 70,000
Miscellaneous expenses(3) 44,347 44,347
Total offering expenses $ 35,790,000 $ 41,040,000
Proceeds after offering expenses $ 474,210,000 $ 543,960,000
Total held outside the trust account $ 250,000 $ 250,000
Net offering proceeds held in trust 473,960,000 543,710,000
Deferred underwriting discount held in trust 17,500,000 20,125,000
Total held in trust $ 491,460,000 $ 563,835,000
Percentage of public offering proceeds held in trust 98.3 %  98.1 % 
  Amount % of Total
Use of net proceeds not held in trust and income disbursed from the trust account(4),(5)    
Legal, accounting and other expenses in connection with any business combination $ 8,000,000 86.5 % 
Legal and accounting fees related to regulatory reporting obligations 200,000 2.2
Payment for office space, administrative and support services 240,000 2.6
Working capital to cover miscellaneous expenses 810,000 8.8
Total $ 9,250,000 100.0 % 
(1) A portion of the offering expenses will be pre-funded with the proceeds of a $250,000 note from MacAndrews & Forbes, as described below. This note will be repaid out of the proceeds of this offering not being placed in the trust account upon the closing of this offering.
(2) The underwriter has agreed to defer $17,500,000 of its underwriting discounts and commissions (or $20,125,000 if the over-allotment option is exercised in full), which equals 3.5% of the gross proceeds of this offering, until consummation of our business combination. Upon consummation of our business combination, the amount of the deferred underwriting discounts and commissions, reduced pro-ratably by the exercise of stockholder conversion rights, will be paid to the underwriter from the funds held in the trust account, and the remaining funds will be released to us and may be used to pay all or a portion of the purchase price of the business or businesses with which our business combination occurs, general corporate purposes, payment of principal or interest on indebtedness incurred in connection with our business combination, to fund the purchases of other companies or for working capital.

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(3) Estimated.
(4) The amount of proceeds not held in trust will remain constant at $250,000 even if the over-allotment option is exercised. In addition, up to $9,000,000 of income earned on the amounts held in the trust account will be available to us to pay for our working capital requirements. For purposes of presentation, the full amount available to us is shown as the total amount of net proceeds available to us immediately following the offering. In addition, amounts required to pay income taxes may be drawn from the trust account prior to the business combination.
(5) These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital. We do not expect to exceed $9,250,000 in funding our working capital requirements.

If it is determined to increase or decrease the size of this offering, it could result in a proportionate increase or decrease in the amount of income that may be disbursed to us from the trust account.

Of the net proceeds of this offering, $463,960,000 (or $533,710,000 if the underwriter’s over-allotment option is exercised in full) plus $10,000,000 from the purchase of sponsor warrants, for an aggregate of $473,960,000 (or $543,710,000 if the underwriter’s over-allotment option is exercised in full) will be placed in a trust account maintained by                                 , acting as trustee. In addition, $17,500,000 (or $20,125,000 if the underwriter’s over-allotment option is exercised in full) of the proceeds attributable to deferred underwriting discounts and commissions will be deposited into such trust account for a total amount in trust of $491,460,000 (or $563,835,000 if the underwriter’s over-allotment option is exercised in full). The proceeds will not be released from the trust account until the earlier of the consummation of a business combination or as part of any liquidation of our trust account.

To the extent the trust account earns interest or we are deemed to have earned income in connection therewith, we will be permitted to seek disbursements from the trust account to pay any federal, state or local tax obligations related thereto. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we consummate a business combination (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust, less any amounts payable to stockholders exercising conversion rights). Any amounts not paid as consideration to the sellers of the target business will be used to finance our operations, which may include the target business(es) we acquired on the consummation of the business combination, for maintenance or expansion of operations of a target business(es), the payment of principal or interest due on indebtedness incurred in consummating our business combination, to effect other acquisitions, or for working capital, as determined by our board of directors at that time. We may use any remaining proceeds held in the trust account for working capital, including director and officer compensation, change-in-control payments or payments to affiliates, to pay finder’s fees, finance the operations of the target business, make other acquisitions and pursue our growth strategy. All amounts held in the trust account that are not converted to cash or released to us as income, net of income taxes, will be released on closing of our business combination with a target having a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of such business combination. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

We intend to use the $250,000 of net proceeds initially not held in trust for due diligence, legal and accounting fees and expenses of the acquisition including investment banking fees, out-of-pocket expenses and other expenses, including structuring and negotiating a business combination, as well as a possible down payment or ‘‘reverse break-up fee’’ (a payment to the target company under a merger agreement if the financing for an acquisition is not obtained) and, if necessary, to bear the costs of liquidation in the event we are unable to effect a business combination within 24 months of the date of this prospectus. While we do not have any current intention to use these funds as a down payment

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or reverse break-up fee with respect to a particular proposed business combination, if we were to enter into such a letter of intent where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or for other reasons), if the amount were large enough and we had already used up the other funds available to us, could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, potential target businesses. In such case, if we were unable to secure additional financing, we would most likely fail to consummate a business combination in the allotted time and be forced to liquidate. In addition to the use of funds described above, we could also use a portion of these funds to pay fees to consultants to assist us with our search for a target business.

We believe that the income earned on the trust account will be sufficient to cover the foregoing expenses. This belief is based on the fact that in-depth due diligence will most likely be undertaken only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our business combination is less than the actual amount of such costs, we may be required to raise additional funds, the amount, availability and cost of which is currently unascertainable. To the extent that such expenses exceed the amounts not held in the trust account and the income of up to $9,000,000 that may be disbursed to us from the trust account, such out-of-pocket expenses could not be reimbursed by us unless we consummate a business combination. Since the role of present management after a business combination is uncertain, we have no current ability to determine what remuneration, if any, will be paid to present management after our business combination. Our officers and directors may, as part of any such combination, negotiate the repayment of some or all of the out-of-pocket expenses incurred by them that have not been reimbursed prior to the consummation of the business combination. If the target business’s owners do not agree to such repayment, this could cause our officers and directors to view such potential business combination unfavorably and result in a conflict of interest. We have adopted a policy that, prior to the consummation of a business combination, none of our existing officers, directors or sponsor, or any entity with which they are affiliated, will be paid, either by us or a target business company, any finder’s fee, consulting fee or other compensation for any services they render in order to effectuate the consummation of a business combination, other than the reimbursement of out-of-pocket expenses, the monthly fee of $10,000 payable to MacAndrews & Forbes and the payment to MacAndrews & Forbes for our allocable portion of directors and officers insurance premiums.

With respect to finder’s fees, we do not currently anticipate that we would enter into any arrangement that would require us to pay a finder’s fee prior to the consummation of a business combination. If such a business combination is consummated, it is possible that a portion of the funds held in trust, once released, will be utilized to pay such finder’s fees. Even if such a business combination is not consummated, it is possible that we would incur an obligation to an individual or an entity to pay them either a finder’s fee and/or to reimburse their expenses in connection with services that they provide to us. We would anticipate such fees or expenses being paid from the funds held outside of the trust account (including up to $9,000,000 of income earned on the amounts held in the trust account). If we are unable to consummate a business combination and we liquidate, MacAndrews & Forbes will be liable to ensure that the proceeds in the trust account are not reduced if we did not obtain a waiver from vendors, service providers, or other entities that are owed money by us for services rendered or contracted for or products sold to us, as well as any prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a combination with such target business. Consequently, if we incur an obligation to an individual or an entity to pay them either a finder’s fee and/or to reimburse their expenses in connection with services that they provide to us, such an individual or entity has not signed a waiver of their right to obtain funds from the trust account, we do not ultimately consummate a business combination and we do not have sufficient funds to pay such fees or expenses from the funds held outside of the trust account or that may be released from the trust account, MacAndrews & Forbes will be liable for such fees and expenses.

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To the extent that our capital stock or debt securities are used in whole or in part as consideration to effect a business combination, or in the event that indebtedness from third parties is used, in whole or in part, as consideration to effect a business combination, the proceeds held in the trust account that are not used to consummate a business combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance our operations. In the event that third party indebtedness is used as consideration, none of our officers or directors or our sponsor or MacAndrews & Forbes would be personally liable for the repayment of such indebtedness.

We may not use all of the proceeds in the trust in connection with a business combination, either because the consideration for the business combination is less than the proceeds in trust or because we finance a portion of the consideration with our capital stock or debt. In such event, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance our operations, which may include the target business(es) that we acquire in the business combination, for maintenance or expansion of operations of a target business(es), the payment of principal or interest due on indebtedness incurred in consummating our business combination, to effect other acquisitions, or for working capital, as determined by our management or board of directors at that time. We may use these funds, among other things, for director and officer compensation, change-in-control payments or payments to affiliates, to finance the operations of the target business, to make other acquisitions and to pursue our growth strategy.

MacAndrews & Forbes has loaned a total of $250,000 to us to fund a portion of the organizational and offering expenses owed by us to third parties. The loan bears interest at a rate of 4.5% per annum and will be payable on the earlier of November 30, 2008 and the consummation of this offering. The loan, including accrued interest, will be repaid out of the proceeds used to pay the offering expenses.

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 with 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. Although the rate of interest to be earned on the trust account will fluctuate through the duration of the trust account, and although we are unable to state the exact amount of time it will take to consummate a business combination, we anticipate the interest that will accrue on the trust account during the time it will take to identify a target and complete an acquisition will be sufficient to fund our working capital requirements. By restricting the holdings in the trust account to these instruments, we believe that we will not be deemed an investment company within the meaning of the Investment Company Act. Notwithstanding our belief that we are not required to comply with the requirements of the Investment Company Act, we will not liquidate and distribute the trust account to holders of shares of our common stock included in the units being sold in this offering until after our existence terminates by operation of law 24 months from the date of this prospectus and, consequently, we may be deemed to be an investment company and thus required to comply with such act. The income derived from the holdings in the trust account during this period that is not otherwise returned to public stockholders who vote against a business combination will be used to defray our general and administrative expenses, as well as costs relating to compliance with securities laws and regulations, including associated professional fees, until a business combination is consummated. We do not believe that the fees and expenses for due diligence, legal, accounting, acquisition, down payment, lock-up, reverse break-up fee or other activities related to this offering or our business combination will exceed $9,250,000 in the aggregate, comprised of $250,000 of net proceeds initially not held in trust plus up to $9,000,000 of net income. We believe that, upon consummation of this offering, we will have sufficient available funds to operate for at least the next 24 months, assuming that a business combination is not consummated during that time.

We intend to pay MacAndrews & Forbes, a company affiliated with our sponsor, a monthly fee of $10,000 for general and administrative services including office space and administrative, technology and secretarial services. This arrangement is expected to be agreed to by MacAndrews & Forbes for our benefit and is not intended to provide our officers or directors compensation in lieu of a salary. We believe, based on fees for similar services in the New York metropolitan area, that the fee

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expected to be charged by MacAndrews & Forbes is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon consummation of our business combination or the distribution of the trust account to our public stockholders on a pro rata basis.

In addition, we participate in MacAndrews & Forbes directors and officers insurance program, which covers our officers and directors as well as those of MacAndrews & Forbes and MacAndrews & Forbes’ other affiliates. The limits of coverage are available on aggregate losses to any or all of the participating companies and their respective directors and officers. We will reimburse MacAndrews & Forbes for our allocable portion of the premiums for such coverage, which we believe is more favorable than the premiums we could secure were we to secure our own coverage. Our cost of such insurance coverage is currently approximately $1,500 per month and is expected to increase significantly upon the closing of this offering and the consummation of a business combination.

A public stockholder (but not our sponsor or its permitted transferees with respect to the common stock included in the sponsor units) will be entitled to receive funds from the trust account (including income earned on such stockholder’s portion of the trust account, net of taxes and amounts disbursed to us for working capital purposes) only in the event of our liquidation of the trust account as part of our liquidation upon our failure to consummate a business combination, or if such public stockholder exercises his conversion rights in connection with a business combination that the public stockholder voted against and that we actually consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account. Our sponsor and its permitted transferees are not entitled to convert any of their shares of common stock acquired prior to this offering into a pro rata share of the trust account.

Upon the consummation of a business combination, the underwriter will be entitled to receive that portion of the proceeds attributable to the deferred underwriting discounts and commissions held in trust excluding any accrued interest thereon, net of the pro rata amount of the deferred underwriting discounts and commissions paid to stockholders who both vote against the business combination and properly exercise their conversion rights. In the event that we are unable to consummate a business combination and the trustee is forced to liquidate the trust account, the underwriter has agreed that the proceeds attributable to the deferred underwriting discounts and commissions will be distributed on a pro rata basis among the public stockholders along with any accrued interest thereon.

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 Dividend Policy 

We have not paid any dividends on our common stock to date and will not pay cash dividends prior to the consummation of our business combination. After we consummate our business combination, the payment of dividends will depend on our revenues and earnings, if any, our capital requirements and our general financial condition. The payment of dividends after our business combination will be within the discretion of our board of directors at that time. Our board of directors currently intends to retain any earnings for use in our business operations and, accordingly, we do not anticipate that our board will declare any dividends in the foreseeable future. Further, any credit agreements we enter into in connection with our business combination or otherwise may restrict or prohibit payment of dividends. In the event that we do declare dividends, our board of directors will determine the dates on which any entitlements to dividends arise, the methods of calculating such dividends and the cumulative or non-cumulative nature of dividend payments.

If the size of this offering is increased or decreased, a stock dividend, stock split or reverse split will be effectuated so that the ownership represented by the sponsor units remains at 20% following this offering after giving effect to any mandatory redemption of units to the extent the underwriter’s over-allotment option is not exercised in full.

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 Dilution 

The difference between the public offering price per share of our common stock, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the sponsor warrants, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the sponsor warrants. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of our common stock that may be repurchased for cash), by the number of outstanding shares of our common stock.

At November 26, 2007, our net tangible book value was a deficiency of $49,111, or approximately $0.0034 per share of common stock. After giving effect to the sale of 50,000,000 shares of common stock included in the units we are offering by this prospectus, the sale of the sponsor warrants and the deduction of underwriting discounts and commissions and estimated expenses of this offering, our pro forma net tangible book value at November 26, 2007 would have been $326,722,899 or approximately $6.88 per share, representing an immediate increase in net tangible book value of approximately $6.88 per share to the sponsor as of the date of this prospectus and an immediate dilution of approximately $3.12 per share or approximately 31.2% to our public stockholders. For purposes of presentation, our pro forma net tangible book value after this offering is approximately $147,437,990 less than it otherwise would have been because if we effect a business combination, the conversion rights of the public stockholders (but not our sponsor or its permitted transferees) may result in the conversion into cash of up to approximately 29.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the amount in the trust account (a portion of which is made up of $17,500,000 in deferred underwriting discounts and commissions) as of two business days prior to the consummation of the proposed business combination, inclusive of any interest, divided by the number of shares sold in this offering.

The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the sponsor warrants:


Public offering price $ 10.00
Net tangible book value before this offering (0.0034 ) 
Increase attributable to new investors 6.88
Pro forma net tangible book value after this offering 6.88
Dilution to new investors $ 3.12

The following table sets forth information with respect to our sponsor and the new investors:


  Shares Purchased Total Consideration Average Price
Per Share
  Number Percentage Amount Percentage
Sponsor shares(1) 12,500,000 20.0 %  $ 21,739 0.004 %  $ 0.0017
New investors 50,000,000 80.0 500,000,000 99.996 10.0000
Total 62,500,000 100.0 %  $ 500,021,739 100.0 %   
(1) Does not include 1,875,000 sponsor units that will be redeemed (for a maximum redemption price of $3,261) if and to the extent the underwriter’s over-allotment option is not exercised. Following the expiration or termination of the underwriter’s over-allotment option, whether exercised in whole or in part, the amount of sponsor shares outstanding will be 20% of the total shares of common stock (assuming the sponsor does not purchase units in this offering).

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The pro forma net tangible book value after this offering is calculated as follows:


Numerator:  
Net tangible book value before this offering and sale of sponsor warrants $ (49,111 ) 
Proceeds from this offering and sale of sponsor warrants(1) 474,210,000
Less: proceeds held in trust subject to conversion to cash ((50,000,000 x 30.0% – 1 share) x approximately $9.83 per share) (147,437,990 ) 
  $ 326,722,899
Denominator:  
Shares of common stock outstanding prior to this offering(2) 12,500,000
Shares of common stock included in the units offered(2) 50,000,000
Less: shares subject to conversion (50,000,000 x 30.0% – 1 share) (14,999,999 ) 
  47,500,001
(1) Assumes the payment to our underwriter of the $17,500,000 of deferred underwriting discounts and commissions held in trust.
(2) Assumes the underwriter’s over-allotment option has not been exercised and we have redeemed an aggregate of 1,875,000 sponsor units at a redemption price of $0.0017 per unit as a result thereof.

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 Capitalization 

The following table sets forth our capitalization at November 26, 2007 and as adjusted to give effect to the sale of units in this offering and the sponsor warrants in the private placement, and the application of the estimated net proceeds derived from the sale of such securities.


  As of November 26, 2007
  Actual As
adjusted(1)(2)(3)
Note payable to affiliate $ 250,000 $
Common stock subject to possible conversion, 0 and 14,999,999 shares, shares at conversion value(4) 147,437,990
Common stock subject to mandatory redemption, $0.0001 par value; 1,875,000 and 0 shares issued and outstanding 3,261
Stockholder’s equity (deficit):    
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value, 225,000,000 shares authorized; 12,500,000 shares issued and outstanding; 47,500,001 shares issued and outstanding (excluding 14,999,999 shares subject to possible conversion), as adjusted 1,250 4,750
Additional paid-in capital 20,489 326,788,999
Deficit accumulated during the development stage (70,850 )  (70,850 ) 
Total stockholders’ equity (deficit) (49,111 )  326,722,899
Total capitalization $ 204,150 $ 474,160,889
(1) Includes the $10,000,000 we will receive from the sale of the sponsor warrants.
(2) Assumes the underwriter’s over-allotment option has not been exercised and we have redeemed an aggregate of 1,875,000 sponsor units at a redemption price of $0.0017 per unit as a result thereof.
(3) Assumes the payment to our underwriter of the $17,500,000 of deferred underwriting discounts and commissions held in trust.
(4) If we consummate our business combination, the conversion rights afforded to our public stockholders may result in the conversion to cash of up to 30% of the aggregate number of shares included in the units being sold in this offering less one share at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially approximately $9.83 per share), before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of income previously released to us for working capital requirements, as of two business days prior to the proposed consummation of a business combination divided by the number of shares included in the units being sold in this offering.

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 Selected Financial Data 

The following table present selected financial data as of November 26, 2007 and for the period from November 16, 2007 (date of inception) to November 26, 2007 that has been derived from our consolidated financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus. Since we have not had any significant operations to date, the information below is not indicative of results to be expected for future periods. In addition, since this information is only a summary and does not provide all of the information contained in our historical financial statements, including the related notes, you should read it in conjunction with ‘‘Capitalization,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and our historical financial statements, including the related notes, included elsewhere in this prospectus.


  As of
November 26,
2007
Balance Sheet Data:  
Working capital (deficiency) $ (123,981 ) 
Total assets 353,131
Total liabilities 398,981
Common stock subject to redemption 3,261
Stockholder’s equity (deficit) (49,111 ) 

  For the period from
November 16, 2007
(inception) to
November 26, 2007
Statement of Operations Data:  
Operating expenses $ 70,500
Net loss (70,850 ) 
Net loss per common share (0.00 ) 
Average common shares outstanding, including redeemable common shares (basic and diluted) 14,375,000

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Management’s Discussion and Analysis of Financial Condition and
 Results of Operations 

Overview

We are a blank check company formed for the purpose of acquiring, or effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any substantive discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We intend to effect our business combination using cash from the proceeds of this offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:

  may significantly dilute the equity interest of investors in this offering;
  may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
  may cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors and cause our public stockholders to become minority stockholders in the combined entity;
  may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights or a person seeking to obtain control of our company; and
  may adversely affect prevailing market prices for our common stock and/or warrants.

Similarly, if we issue debt securities, it could result in:

  default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;
  acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
  our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
  our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

As indicated in the accompanying financial statements, at November 26, 2007, we had $275,000 in cash and a working capital deficiency of $123,981. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to consummate our business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after consummation of our business combination. We will generate non-operating income in the form of

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income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.

Liquidity and Capital Resources

Our short term liquidity needs will be satisfied through receipt of $25,000 from the sale of the sponsor units, and the proceeds of a note payable to MacAndrews & Forbes in an aggregate amount of $250,000 that is more fully described below. We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of $35,790,000 (or $41,040,000 if the underwriter’s over-allotment option is exercised in full), and (ii) the sale of the sponsor warrants in the private placement for a purchase price of $10,000,000, will be $474,210,000 (or $543,960,000 if the underwriter’s over-allotment option is exercised in full). $491,460,000 (or $563,835,000 if the underwriter’s over-allotment option is exercised in full) will be held in trust, which includes $17,500,000 (or $20,125,000 if the underwriter’s over-allotment option is exercised in full) of deferred underwriting discounts and commissions. Of the net proceeds from the sale of the units in this offering and the sale of sponsor warrants in the private placement, $250,000 will not be held in trust.

We may apply the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating a business combination, to fund the purchase of other companies or for working capital.

We will use a substantial portion of the net proceeds of this offering in connection with acquiring one or more target businesses, including identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring, negotiating and consummating the business combination. To the extent we use our capital stock in whole or in part as consideration for a business combination, the proceeds held in the trust account (less amounts paid to any public stockholders who exercise their conversion rights and deferred underwriting discounts and commissions paid to the underwriter) as well as any other net proceeds not expended prior to that time will be used to finance the operations of the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations and for strategic acquisitions. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the consummation of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

As a recently formed blank check company, we currently do not have sufficient working capital for the next 24 months. We intend to obtain such working capital through this offering and income of up to $9,000,000 on the balance of the trust account to be released to us for working capital requirements, which we believe will be sufficient to allow us to operate for at least the next 24 months, assuming our business combination is not consummated during that time. We estimate our primary liquidity requirements during that period to include $8,000,000 for legal, accounting and other expenses associated with structuring, negotiating and documenting business combinations; $240,000 for office space, administrative services and support payable to MacAndrews & Forbes, representing $10,000 per month for up to 24 months; $200,000 for legal and accounting fees related to regulatory reporting requirements; and $810,000 for general working capital that will be used for miscellaneous expenses and reserves, including additional expenses that may be incurred by us in connection with this offering over and above the amounts listed in the section of this prospectus entitled ‘‘Use of Proceeds.’’

MacAndrews & Forbes has loaned a total of $250,000 to us to fund a portion of the organizational and offering expenses owed by us to third parties. The loan bears interest at a rate of 4.5% per annum and will be payable on the earlier of November 30, 2008 and the consummation of this offering. The loan, including accrued interest, will be repaid out of the proceeds used to pay the offering expenses.

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We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we will rely on the funds available to us outside of the trust account and income earned of up to $9,000,000 on the trust account to fund such expenditures and if our estimates of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to consummate our business combination or because we become obligated to convert into cash a significant number of shares of public stockholders voting against our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Controls and Procedures

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act of 2002. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2009. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal control. We expect to assess the internal controls of our target business or businesses prior to the consummation of our business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for a business combination may have internal controls that need improvement in areas such as:

  staffing for financial, accounting and external reporting areas, including segregation of duties;
  reconciliation of accounts;
  proper recording of expenses and liabilities in the period to which they relate;
  evidence of internal review and approval of accounting transactions;
  documentation of processes, assumptions and conclusions underlying significant estimates; and
  documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering, including amounts in the trust account, will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Related Party Transactions

On November 26, 2007, our sponsor purchased 14,375,000 sponsor units, with each sponsor unit consisting of one share and one warrant, for an aggregate purchase price of $25,000. Ronald O. Perelman controls our sponsor.

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Our sponsor has agreed to purchase an aggregate of 10,000,000 warrants at $1.00 per warrant for a total of $10,000,000 in a private placement that will occur immediately prior to the closing of this offering.

In addition, prior to the closing of this offering, MacAndrews & Forbes will enter into an agreement with Citigroup Global Markets Inc. in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will place limit orders for up to $40,000,000 of our common stock commencing on the later of ten business days after we file our current report on Form 8-K announcing our execution of a definitive agreement for our business combination and 60 days after termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require MacAndrews & Forbes to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase until the earlier of the expiration of the buyback period and such purchases reaching $40,000,000 in total. The purchase of such shares will be made by Citigroup Global Markets Inc. or another broker dealer mutually agreed upon by Citigroup Global Markets Inc. and MacAndrews & Forbes. It is intended that these purchases will comply with Rule 10b-18 under the Exchange Act and the broker’s purchase obligation is otherwise subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. MacAndrews & Forbes has agreed to vote all shares of common stock purchased pursuant to such limit orders in favor of the business combination. As a result, MacAndrews & Forbes may be able to influence the outcome of our business combination. MacAndrews & Forbes will not be permitted to exercise conversion rights with respect to any shares of common stock purchased pursuant to such limit orders but it will participate in any liquidation distribution with respect to such shares. MacAndrews & Forbes has agreed to apply any portion of the $40,000,000 not used for open market purchases of common stock to purchase units from us, at a price of $10.00 per unit, immediately prior to the consummation of our business combination. MacAndrews & Forbes has agreed that it will not sell or transfer any shares of common stock or co-investment units (including the common stock and warrants comprising the co-investment units or the common stock issuable upon exercise of such warrants) purchased by it pursuant to these agreements, subject to certain exceptions, until 180 days after the consummation of our business combination.

MacAndrews & Forbes has agreed to, from the date of the closing of this offering through the earlier of our consummation of a business combination or our liquidation, make available to us office space and certain office and secretarial services, as we may require from time to time. We have agreed to pay MacAndrews & Forbes $10,000 per month for these services. However, this arrangement is solely for our benefit and is not intended to provide any of our officers or directors compensation in lieu of salary. We believe, based on rents and fees for similar services in the New York metropolitan area, that the fee charged by MacAndrews & Forbes is at least as favorable as we could have obtained from an unaffiliated person.

In addition, we participate in MacAndrews & Forbes’ directors and officers insurance program, which covers our officers and directors as well as those of MacAndrews & Forbes and MacAndrews & Forbes’ other affiliates. The limits of coverage are available on aggregate losses to any or all of the participating companies and their respective directors and officers. We will reimburse MacAndrews & Forbes for our allocable portion of the premiums for such coverage, which we believe is more favorable than the premiums we could secure were we to secure our own coverage. Our cost of such insurance coverage is currently approximately $1,500 per month and is expected to increase significantly upon the closing of this offering and the consummation of a business combination.

Other than the $10,000 per-month administrative fee paid to MacAndrews & Forbes and reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, no compensation or fees of any kind, including finder’s fees, consulting fees or other

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similar compensation, will be paid to our sponsor, officers or directors, or to any of their respective affiliates, prior to or with respect to our business combination (regardless of the type of transaction that it is).

MacAndrews & Forbes has loaned a total of $250,000 to us to fund a portion of the organizational and offering expenses owed by us to third parties. The loan bears interest at a rate of 4.5% per annum and will be payable on the earlier of November 30, 2008 and the consummation of this offering. The loan, including accrued interest, will be repaid out of the proceeds used to pay the offering expenses.

We have agreed to indemnify our officers and directors against certain liabilities and expenses.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of November 26, 2007, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we were newly organized as of November 16, 2007 and have conducted no operations to date.

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Proposed Business 

Introduction

We are a newly organized blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets, which we refer to as our business combination. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any substantive discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We will have until 24 months from the date of this prospectus to consummate our business combination. If we fail to consummate a business combination within the required time frame, our corporate existence will, in accordance with our amended and restated certificate of incorporation, cease except for the purposes of winding up our affairs and liquidating.

Competitive Strengths

We believe we have the following competitive strengths:

Management expertise

We will seek to capitalize on the substantial investing and operating expertise of our management team. Led by Ronald O. Perelman, Barry F. Schwartz and Paul G. Savas, our management team has extensive experience investing in, owning and operating businesses across many industries. Mr. Perelman is the founder, Chairman and Chief Executive Officer of MacAndrews & Forbes, a private diversified holding company with interests in consumer products, gaming, entertainment, financial services, defense, private security, medical devices, biotechnology and other industries. Mr. Perelman began his career as an investor and financier in 1978 and over the last 30 years he has built MacAndrews & Forbes into a multi-billion dollar diversified corporate enterprise. Mr. Schwartz and Mr. Savas have served as senior executives of MacAndrews & Forbes since 1989 and 1994, respectively.

MacAndrews & Forbes has built its track record by investing in companies with strong market positions, recognized brands and growth potential. Current investments include the following:

  AlliedBarton Security Services is the largest American-owned and managed security services firm in the United States.
  AM General is a world-leader in the design, engineering, production and technical and parts support of military and special purpose vehicles.
  Deluxe Entertainment Services Group Inc. is a worldwide entertainment services provider and includes the world’s largest processor of film for the motion picture industry.
  M & F Worldwide Corp. is a public holding company that owns and manages four operating businesses.
  Harland Clarke Corp. provides check and check-related products, direct marketing and contact center services to financial and commercial institutions and individual consumers.
  Harland Financial Solutions provides products and services for community banks and credit unions, including lending and mortgage applications, business intelligence solutions, customer relationship management software, branch automation solutions and core processing systems.
  Scantron Corporation provides testing and assessment systems and services and data collection and analysis services to educational institutions, businesses and government agencies.

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  Mafco Worldwide Corp. is the world leader in the manufacture of licorice extract and related derivatives for use as flavoring and moistening agents.
  Panavision is the leading designer, manufacturer and supplier of high precision camera systems, comprised of cameras, lenses and accessories for the motion picture, television series and television commercial markets in North America, Europe and the Asia Pacific region.
  Revlon is one of the world’s leading mass-market cosmetics, skin care, fragrance and personal care products companies. Its global brand name recognition, product quality and marketing experience have enabled it to create some of the strongest consumer brand franchises in the world. The company’s products are sold in more than 100 countries across six continents.
  Scientific Games Corporation is a global leader in lottery and pari-mutuel technology and the only fully integrated service provider for online and instant ticket lotteries and cooperative services.
  SIGA Technologies, Inc. develops products for the prevention and treatment of serious infectious diseases, including products for use in defense against biological warfare agents.

In addition, Mr. Perelman holds directly a controlling interest in TransTech Pharma Inc., a privately held clinical-stage pharmaceutical company focused on the discovery, development and commercialization of human therapeutics to fill unmet medical needs.

Past investments of MacAndrews & Forbes include Golden State Bancorp, Consolidated Cigar, New World Communications Group, National Health Laboratories and Technicolor.

We expect Mr. Perelman, Mr. Schwartz and Mr. Savas will each play a key role in identifying and evaluating prospective acquisition targets, selecting our acquisition target and structuring, negotiating and consummating our business combination. We believe the skills and expertise of these individuals, their collective access to acquisition opportunities and ideas, their contacts and their transactional experience will contribute to our ability to identify and successfully consummate an acquisition.

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses that are not public companies (although we have the flexibility to acquire a public company). As an existing public company, we offer a target business that is not itself a public company an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock, for cash or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe non-public target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

Financial position

With proceeds available from this offering and the private placement of $10,000,000 of sponsor warrants initially in the amount of approximately $474,210,000, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate a business combination using our cash, debt or equity securities, or a combination of the foregoing, we should have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Investment Criteria

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating

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acquisition opportunities. However, we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

  Established companies with proven track records.    We will generally seek to acquire established companies with strong historical financial performance. We will typically focus on companies with a history of strong operating and financial results. However, we may acquire a company undergoing a turnaround that demonstrates strong prospects for future growth.
  Companies with strong free cash flow characteristics.    We will seek to acquire companies that have a history of, or potential for, strong, stable free cash flow generation. We will focus on companies that have or are expected to build predictable, recurring revenue streams and an emphasis on low working capital and capital expenditure requirements.
  Strong competitive industry position and leading brands.    We will seek to acquire businesses that operate within industries that have strong fundamentals and strong brands. The factors we will consider include growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry. Within these industries, we will focus on companies that have a leading or niche market position. We will analyze the strengths and weaknesses of target businesses relative to their competitors, focusing on product quality, customer loyalty, cost impediments associated with customers switching to competitors, patent protection and brand positioning. We will seek to acquire businesses that demonstrate advantages when compared to their competitors, which may help to protect their market position and develop or sustain profitability and deliver strong free cash flow.
  Strong and experienced management team.    We will seek to acquire businesses that either have strong, experienced management teams or those that provide a platform for us to assemble an effective and experienced management team. We believe the significant contacts of Mr. Perelman would also help us to access a management team that strengthens the business we acquire. We will focus on management teams with a proven track record of delivering revenue growth, enhancing profitability and generating strong free cash flow. We believe that the operating expertise of Mr. Perelman and our other officers and directors will complement, not replace the target’s management team.
  Platform for growth.    We will seek to acquire businesses that we can grow both organically and through acquisitions. We are value added investors who will utilize our years of operating experience to help companies grow revenues and reduce costs. In addition, our ability to source proprietary opportunities and execute transactions will help the business we acquire grow through acquisition.

Effecting our Business Combination

General

We are not presently engaged in, and we will not engage in, any operations until the consummation of our business combination. We intend to utilize the cash proceeds of this offering and the private placement of the sponsor warrants, our capital stock, debt or a combination of these as the consideration to be paid in our business combination. Although we have allocated substantially all of the net proceeds of this offering for the purpose of consummating our business combination, the proceeds are not otherwise designated for more specific purposes. Accordingly, prospective investors will be investing in us without an opportunity to evaluate the specific merits or risks of a target business.

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We may seek to consummate our business combination with a company or business that may be financially unstable, which would subject us to the numerous risks inherent in such companies and businesses. If our business combination is paid for using our capital stock or debt securities or with proceeds that are less than those in the trust account, we may apply the remaining cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our business combination, to fund the purchase of other companies or for working capital.

We have not identified any target business and we have not, nor has anyone on our behalf, initiated any substantive discussions with an entity that we will acquire in our business combination. In addition, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

Subject to the requirement that our business combination have a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination, we will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately consummate our business combination. Although our management will assess the risks inherent in a particular target business with which we may enter into a business combination, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

Waiver of claims and sponsor liability for certain claims

Prior to consummation of our business combination, we will seek to have all vendors, prospective target businesses or other entities, which we refer to as potential contracted parties or a potential contracted party, that we engage, execute agreements with us waiving any claim to any monies held in the trust account for the benefit of our public stockholders. If a potential contracted party refuses to execute such a waiver, then MacAndrews & Forbes will be liable to cover the potential claims made by such party for services rendered and goods sold, in each case to us, to the extent we do not have working capital outside the trust account (including amounts available for release) sufficient to cover such claims. However, the agreement entered into by MacAndrews & Forbes specifically provides for two exceptions to this indemnity: there will be no liability (i) as to any claimed amounts owed to a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) or (ii) as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, there is no guarantee that potential contracted parties will execute such waivers, or even if they execute such waivers that they would be prevented from bringing claims against the trust account, including but not limited to fraudulent inducement, breach of fiduciary responsibility and other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to seek recourse against our assets, including the funds held in the trust account. Further, we could be subject to claims from parties not in contract with us who have not executed a waiver, such as a third party claiming tortious interference as a result of our business combination. In addition, the indemnification provided by MacAndrews & Forbes is limited to claims by vendors that do not execute such waivers as described above. Claims by target businesses or other entities and vendors that execute agreements waiving any claim to any monies held in the trust account would not be indemnified by MacAndrews & Forbes. In the event that this indemnity obligation arose and MacAndrews & Forbes did not comply with such obligation, we believe that we would have an obligation to seek enforcement of the obligation and that our board of directors would have a fiduciary duty to seek enforcement of such obligation on our behalf and that such enforcement efforts, if necessary, would be brought. We cannot assure you that MacAndrews & Forbes will be able to satisfy those obligations. As a result, the steps outlined above may not effectively mitigate the risk of creditors’ claims reducing the amounts in the trust account.

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Sources of target businesses

Over the course of his career, Mr. Perelman has developed a diverse network of operational and transactional relationships that have generated a significant flow of investment opportunities, many of which are proprietary. These relationships include an extensive array of industry experts, consultants, investment banks, law firms, institutional investors, investment funds, financial sponsors and entrepreneurs. We believe that we will receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of our management’s track record and the business relationships our management has developed over time, although we cannot assure you that these opportunities will arise.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our business combination (regardless of the type of transaction that it is), other than the reimbursement of out-of-pocket expenses, the monthly fee of $10,000 to MacAndrews & Forbes for office space and administrative services and the payment to MacAndrews & Forbes for our allocable share of directors and officers insurance premiums. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our business combination, the presence or absence of any such arrangements will not be used as a criteria in our selection process of an acquisition candidate.

Our officers and directors are not required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our business combination, our liquidation and such time as he or she ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest (whether through the acquisition of a majority of the voting equity interests of the target or through other means) in a company with an enterprise value of $500 million or more, unless (i) such opportunity is in a line of business reasonably related to that of any existing or future portfolio company or affiliate of MacAndrews & Forbes (in which case it would first be presented to such other company) or (ii) presenting such opportunity to us would conflict with any pre-existing fiduciary duties our officers and directors may have.

All of our officers and directors (other than our independent directors) are executive officers of MacAndrews & Forbes and Mr. Perelman, Mr. Schwartz and Mr. Savas each owe fiduciary duties to a

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number of companies. Mr. Perelman owes fiduciary duties to Revlon, Inc., Scientific Games Corporation, Allied Security Holdings LLC, M & F Worldwide Corp. and certain other portfolio companies of MacAndrews & Forbes. Mr. Schwartz and Mr. Savas each owe fiduciary duties to certain portfolio companies of MacAndrews & Forbes. Mr. Schwartz and Mr. Savas are currently serving as executive officers of M & F Worldwide Corp. pursuant to a management services agreement that permits them to divide their time between M & F Worldwide Corp. and other activities on behalf of MacAndrews & Forbes and its other portfolio companies.

We do not believe that any of the foregoing fiduciary duties will materially undermine our ability to consummate a business combination. More information about these duties and potential conflicts can be found under the heading ‘‘Management—Conflicts of Interest.’’

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with any portfolio company of MacAndrews & Forbes or any entity that is affiliated with any of our officers, our management directors or our sponsor.

Selection of a target business and structuring of our business combination

Subject to the requirement that our business combination be with one or more target businesses with a collective fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business acquisition, we will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. We will only consummate a business combination in which we acquire a controlling interest in the target company. Key factors in determining whether we have a controlling interest include whether we own a majority of the voting equity interests of the target, the extent to which we have the ability to appoint members of the board of directors or management of the target and the extent to which we have other control rights with respect to the target (whether pursuant to the securities we acquire, by contract or otherwise).

We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, other than the general guidelines set forth under ‘‘—Investment Criteria’’ above. Consistent with our operations-centric investment strategy, our management may consider a variety of factors in evaluating a prospective target business, including one or more of the following:

  results of operations and potential for increased profitability and growth;
  brand recognition and potential;
  size, secular growth rate, and strategic fundamentals of the target business’s industry;
  competitive dynamics including barriers to entry, future competitive threats and the target business’s competitive position;
  product positioning and life cycle;
  development of detailed projections, quantification of sensitivity of drivers of growth and profit enhancement;
  attractiveness of the target business’s cash flow generation capability and return on capital employed;
  reasonableness of the valuation with a particular focus on the multiple of free cash flow;
  exit prospects;
  quality and depth of the management team as it relates to current company operations, as well as the envisioned company in the future;
  existing distribution arrangements and the potential for expansion;
  proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

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  regulatory environment of the industry;
  costs associated with effecting the business combination; and
  industry leadership, sustainability of market share and attractiveness of market sectors in which target business participates.

These criteria are not intended to be exhaustive and our management may consider additional factors it deems to be relevant. Any evaluation relating to the merits of a particular business combination may be based, to the extent relevant, on the above factors as well as other considerations our management deems relevant to our business objective. In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as review of financial and other information which will be made available to us.

The time required to select and evaluate a target business and to structure and consummate our business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately consummated will result in our incurring losses and will reduce the funds we can use to consummate another business combination.

If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Fair market value of target business or businesses

Our business combination must occur with one or more target businesses that have a collective fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination. Our board of directors will determine the fair market value based on standards generally accepted by the financial community, such as actual and potential sales, values of comparable businesses, earnings, cash flow and book value. If our board of directors is not able to independently determine the fair market value of our business combination, we will obtain an opinion from an unaffiliated, independent investment banking firm that is subject to oversight by the Financial Industry Regulatory Authority as to the fair market value. We will seek to have any such opinion provide that our stockholders would be entitled to rely upon such opinion. The willingness of an investment banking firm to provide for such reliance would be a factor considered by us in selecting an independent investment banking firm. If no opinion is obtained, our public stockholders will be relying solely on the judgment of our board of directors.

If we acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business that we acquire must have an aggregate fair market value equal to at least 80% of our net assets held in trust (net of taxes and up to $9,000,000 disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of the business combination. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through an offering of debt or equity securities or borrowings under a credit facility. Since we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no current intention of doing so.

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Lack of business diversification

For an indefinite period of time after consummation of our business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to consummate business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating a business combination with only a single entity, our lack of diversification may:

  subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our business combination, and
  cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited ability to evaluate the target’s management team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination with that business, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our officers or directors will remain associated in some capacity with us following a business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholder approval of our business combination

Pursuant to our amended and restated certificate of incorporation, we will seek stockholder approval before we effect our business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under Delaware law. In connection with our business combination, we will also seek stockholder approval for a proposal to amend our amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination. Any vote to extend our corporate life to continue perpetually following the consummation of our business combination will be taken only if such business combination is approved.

We will only proceed with our business combination if:

  the business combination is approved by a majority of votes cast by our public stockholders at a duly held stockholders meeting,
  an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by a majority of our outstanding shares of common stock, and
  public stockholders owning less than 30% of the shares of common stock issued in this offering both vote against the business combination and exercise their conversion rights.

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In connection with seeking the approval of our stockholders for any business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as amended, which, among other things, will include a description of the operations of target candidates and audited historical financial statements of the target candidates.

It is our understanding and intention in every case to structure and consummate a business combination in which approximately 29.99% of the public stockholders may exercise their conversion rights and the business combination will still go forward. Voting against the proposed business combination alone will not result in conversion of a stockholder’s shares of common stock into a pro rata share of the trust account. Such stockholder must also exercise its conversion rights described below.

Our threshold for conversion rights has been established at 30% although historically blank check companies have used a 20% threshold. This structural change is consistent with many other current filings with the Securities and Exchange Commission and it will increase the likelihood of an approval of any proposed business combination by making it easier for us to consummate a business combination with which public stockholders may not agree. However, the 30% threshold entails certain risks described under ‘‘Risk Factors—Risks Relating to Our Structure as a Development Stage Company.’’

For purposes of seeking approval of our business combination by a majority of voting public stockholders, non-votes will have no effect on the approval of a business combination once a quorum is obtained (although non-votes would have an effect on the approval of the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence). We intend to give approximately 30 (but not less than 10 nor more than 60) days prior written notice of any meeting at which a vote shall be taken to approve a business combination.

In connection with the vote required for our business combination, our sponsor has agreed, and its permitted transferees will agree, to vote the shares of common stock included in the sponsor units in accordance with the majority of the shares of common stock voted by the public stockholders. Our sponsor has also agreed, and its permitted transferees will agree, that they will vote all such shares in favor of the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our business combination. In addition, MacAndrews & Forbes has agreed to vote any shares of common stock acquired by it in the open market pursuant to its purchase commitment or otherwise in favor of our business combination and in favor of the amendment providing for our perpetual existence.

If a vote on our business combination is held and the conditions to proceeding with a business combination are not satisfied, we may continue to try to consummate our business combination until 24 months after the date of this prospectus.

Upon the consummation of our business combination, unless required by Delaware law, the federal securities laws and the rules and regulations promulgated thereunder, or the rules and regulations of an exchange upon which our securities are listed, we do not presently intend to seek stockholder approval for any subsequent mergers, acquisitions or similar transactions.

Conversion rights

Pursuant to our amended and restated certificate of incorporation, at the time we seek stockholder approval of our business combination, each public stockholder voting against a business combination will have the right to convert its shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account, including both income earned on the trust account and the deferred underwriting discount (net of taxes and income of up to $9,000,000 disbursed to us for working capital purposes), provided that our business combination is approved and consummated. Our sponsor and our officers and directors will not have such conversion rights.

The actual per-share conversion price will be equal to the per share amount of approximately $9.83 initially deposited in the trust account, or approximately $9.81 if the over-allotment option is exercised (plus any income earned on the proceeds in the trust account in excess of the amount

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disbursed to us for working capital purposes, net of taxes on such interest, on such amount per share). As this amount is lower than the $10.00 per unit offering price and it may be less than the market price of the common stock on the date of repurchase, there may be a disincentive on the part of public stockholders to exercise their conversion rights.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting as a ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares owned by him or his affiliates. We believe this restriction will prevent stockholders from accumulating large blocks of stock before the vote held to approve a proposed business combination and attempting to use the conversion right as a means to force us or our management to purchase their stock at a premium to the then current market price. For example, absent this provision, a public stockholder who owns 15% of the shares of common stock included in the units being sold in this offering could threaten to vote against a proposed business combination and seek conversion, regardless of the merits of the transaction, if his shares are not purchased by us or our management at a premium to the then current market price (or if management refuses to transfer to him some of their shares). By limiting a stockholder’s ability to convert only 10% of the shares of common stock included in the units being sold in this offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block a transaction which is favored by our other public stockholders. However, we are not restricting the stockholders’ ability to vote all of their shares against the transaction.

We view the right to seek conversion as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation without the affirmative vote of at least 95% of our outstanding shares of common stock.

An eligible public stockholder may request conversion of its shares at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against our business combination, our business combination is approved and consummated, the stockholder holds its shares through the closing of our business combination and the stockholder follows the specific procedures for conversion that will be set forth in the proxy statement relating to the stockholder vote on a proposed business combination. Following the approval of our business combination by our stockholders and until the consummation of our business combination or termination of the definitive agreement relating to the proposed business combination, any transfer of shares owned by a public stockholder who has requested to exercise its conversion rights will be blocked. If a public stockholder votes against our business combination but fails to properly exercise its conversion rights, such public stockholder will not have its shares of common stock converted. It is anticipated that the funds to be distributed to public stockholders who elect conversion will be distributed promptly after consummation of our business combination. Public stockholders who exercise their conversion rights will still have the right to exercise any warrants they may hold.

We may require public stockholders to tender their certificates to our transfer agent prior to the stockholders meeting or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. We will notify investors on a current report on Form 8-K and in our proxy statement related to the business combination if we impose this requirement. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise their conversion rights. After the business combination was approved, the company would contact such stockholder to arrange for him to deliver his certificate to verify ownership. As a result, the stockholder then had an ‘‘option window’’ after the consummation of the business combination during which he could monitor the price of the stock in the market. If the price rose above the conversion price, he could sell his shares in the open market before actually delivering his shares to

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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 his certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a converting holder’s election to convert is irrevocable once the business combination is approved.

If we elect to require physical delivery of the share certificates, we would expect that stockholders would have to comply with the following steps. If the shares are held in street name, stockholders must instruct their account executive at the stockholders’ bank or broker to withdraw the shares from the stockholders’ account and request that a physical certificate be issued in the stockholders’ name. Our transfer agent will be available to assist with the process. No later than the day prior to the stockholder meeting, the written instructions stating that the stockholder wishes to convert his or her shares into a pro rata share of the trust account and confirming that the stockholder has held the shares since the record date and will continue to hold them through the stockholder meeting and the closing of our business combination must be presented to our transfer agent. Certificates that have not been tendered in accordance with these procedures by the day prior to the stockholder meeting will not be converted into cash. 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 it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights to tender their shares prior to the meeting – the need to deliver shares is a requirement of conversion regardless of the timing of when such delivery must be effectuated. Accordingly, this would not result in any increased cost to shareholders when compared to the traditional process.

Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting of stockholders being held for the purpose of approving the business combination. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or consummated for any reason, then public stockholders voting against our business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to deliver their certificates prior to the meeting, we will promptly return such certificates to the public stockholders.

Dissolution and liquidation if no business combination is consummated

Our amended and restated certificate of incorporation, which we intend to adopt immediately prior to the consummation of this offering, will provide that our corporate existence will automatically cease 24 months after the date of this prospectus except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the Delaware General Corporation Law. Limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation Law removes the necessity to obtain formal stockholder approval of our dissolution and liquidation and to file a certificate of dissolution with the Delaware Secretary of State. Instead, we will notify the Delaware Secretary of State in writing on the termination date that our corporate existence is ceasing, and include with such notice payment of any franchise taxes then due to or assessable by the state. We view this provision terminating our corporate life by 24 months from the date of this prospectus as an obligation to our stockholders and will not take any action to amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation of our business combination.

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If we are unable to consummate our business combination within 24 months, as soon as practicable thereafter we will adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law. Section 278 of the Delaware General Corporation Law provides that our existence will continue for at least three years after its expiration for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against us, and of enabling us gradually to settle and close our business, to dispose of and convey our property, to discharge our liabilities and to distribute to our stockholders any remaining assets, but not for the purpose of continuing the business for which we were organized. Our existence will continue automatically even beyond the three-year period for the purpose of completing the prosecution or defense of suits begun prior to the expiration of the three-year period, until such time as any judgments, orders or decrees resulting from such suits are fully executed. Section 281(b) will require us to pay or make reasonable provision for all then-existing claims and obligations, including all contingent, conditional, or unmatured contractual claims known to us, and to make such provision as will be reasonably likely to be sufficient to provide compensation for any then-pending claims and for claims that have not been made known to us or that have not arisen but that, based on facts known to us at the time, are likely to arise or to become known to us within 10 years after the date of dissolution. Under Section 281(b), the plan of distribution must provide for all of such claims to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. If there are insufficient assets, the plan must provide that such claims and obligations be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of legally available assets. Any remaining assets will be available for distribution to our stockholders. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest (net of taxes, up to $9,000,000 disbursed to us for working capital purposes and up to $75,000 of income on the trust account that we may request from the trustee to pay for liquidation costs and expenses) plus any remaining net assets (subject to our obligations under Delaware law to provide for claims of creditors as described below).

We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after our dissolution and expect that the distribution will occur as promptly as reasonably practicable thereafter. We cannot provide investors with assurances of a specific timeframe for our dissolution and liquidation. Our sponsor and its permitted transferees will have no right to participate in any liquidation distribution occurring upon our failure to consummate a business combination and a subsequent liquidation with respect to the shares of common stock owned by it prior to this offering, including the shares of common stock issuable upon exercise of the sponsor warrants and the warrants included in the sponsor units. In addition, the underwriter has agreed to waive its rights to the $17,500,000 of the deferred underwriting discounts and commissions (or $20,125,000 if the over-allotment option is exercised in full) deposited in the trust account in the event we do not timely consummate a business combination and dissolve and distribute the funds held in the trust account upon our dissolution. There will be no distribution from the trust account with respect to our warrants, which will expire worthless if we dissolve and liquidate before the consummation of a business combination. We will pay the costs of liquidation from our remaining assets outside of the trust account; however, we may request up to $75,000 of income on the trust account from the trustee to pay for liquidation costs and expenses.

If we do not consummate our business combination within 24 months after the date of this prospectus and expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share liquidation price would be approximately $9.83 per share eligible to receive distributions, or approximately $9.81 if the underwriter’s over-allotment option is exercised in full, or approximately $0.17 and $0.19, respectively, less than the per-unit offering price of $10.00. The per share liquidation price includes $17,500,000 in deferred underwriting discounts and commissions (or $20,125,000 if the underwriter’s over-allotment option is exercised in full) that would also be distributable to our public stockholders.

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The proceeds deposited in the trust account could, however, become subject to the claims of our creditors (which could include vendors and service providers we have engaged to assist us in any way in connection with our search for a target business and that are owed money by us, as well as target businesses themselves), if any, which could have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share liquidation price will not be less than approximately $9.83 per share, or approximately $9.81 if the underwriter’s over-allotment option is exercised in full, plus income, net of income taxes on such income, up to $9,000,000 of income that may be released to us and, to the extent that there is any interest accrued in the trust account not required to pay income taxes on income earned on the trust account balance, up to $75,000 of such income to be withdrawn to pay our expenses of liquidation and dissolution, if necessary, due to claims of creditors. Although we will seek to have all vendors, prospective target businesses or other entities with which we engage execute agreements with us waiving any claim to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

If we dissolve and liquidate prior to consummating a business combination, MacAndrews & Forbes has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold, or by a prospective target business, reduce the amounts in the trust account, except as to (i) any claims by a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable) of any and all rights to seek access to the funds in the trust account, or (ii) any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. In the event that this indemnity obligation arose and MacAndrews & Forbes did not comply with such obligation, we believe that we would have an obligation to seek enforcement of the obligation and that our board of directors would have a fiduciary duty to seek enforcement of such obligation on our behalf. In the event MacAndrews & Forbes has liability to us under this indemnification arrangement, we cannot assure you that it will have the assets necessary to satisfy those obligations. In addition, the underwriter has agreed to forfeit any rights or claims against the proceeds held in the trust account which includes its deferred underwriter’s discount. Accordingly, the actual per-share liquidation price could be less than approximately $9.83, or approximately $9.81 if the underwriter’s over-allotment option is exercised in full, plus interest, due to claims of creditors. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least approximately $9.83 per share, or approximately $9.81 if the underwriter’s over-allotment option is exercised in full.

Under 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 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, we do not intend to comply with those procedures since, as stated above, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after 24 months following the date of this prospectus in the event our business combination has not been consummated. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them

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(but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the Delaware General Corporation Law requires us 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 claims of 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 our distributing the funds in the trust account to our public stockholders. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $9.83, or approximately $9.81 if the underwriter’s over-allotment option is exercised in full, due to claims or potential claims of creditors. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the most likely claims, if any, to arise would be from our vendors and service providers (such as accountants, lawyers, investment bankers, etc.) and potential target businesses.

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 then-remaining proceeds held in the trust account, 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 of directors may be viewed as having breached its fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposed 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.

Amended and restated certificate of incorporation

Our amended and restated certificate of incorporation will set forth certain requirements and restrictions relating to this offering that apply to us until the consummation of our business combination. Specifically, our amended and restated certificate of incorporation will provide, among other things, that:

  upon closing of this offering, a certain amount of the offering proceeds will be placed into the trust account, which proceeds may not be disbursed from the trust account except (i) in connection with or following our business combination or thereafter, (ii) for the payment to holders exercising their conversion rights, (iii) for the payment of taxes in respect of the trust account, (iv) to the extent of $9,000,000 of income earned that may be disbursed to us for working capital purposes or (v) upon our dissolution an liquidation and to the extent of $75,000 of income earned to pay our expenses of liquidation and dissolution, if necessary;
  we will submit our initial proposed business combination to our stockholders for approval prior to consummating our business combination, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law;
  if our business combination is approved, our public stockholders will have the right to convert their shares of common stock into cash in accordance with the conversion rights described in this prospectus (subject to the limitation on conversion rights of stockholders or ‘‘groups’’ holding more than 10% of the shares included in the units being sold in this offering);
  we will consummate a business combination only if it has a fair market value equal to at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the deferred underwriting discounts and commissions held in trust) at the time of our business combination;
  we may not consummate any business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to the consummation of a transaction that satisfies the conditions of our business combination;

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  we will consummate our business combination only if (i) the business combination is approved by a majority of votes cast by our public stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock, and (iii) public stockholders owning less than 30% of our outstanding shares of common stock included in the units being sold in this offering both vote against the business combination and exercise their conversion rights;
  prior to our business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in this offering on our business combination; and
  if we do not consummate our business combination within 24 months after the date of this prospectus, our corporate purposes and powers will immediately thereupon be limited to acts and activities related to liquidating and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities.

Our amended and restated certificate of incorporation will provide that the above-referenced requirements and restrictions may only be amended prior to consummation of our business combination with the affirmative vote of at least 95% of our outstanding shares of common stock. In light of the 95%