F-1 1 file1.htm FORM F-1

Table of Contents

As filed with the Securities and Exchange Commission on June 17, 2008

File No. 333-                        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NAVIOS MARITIME ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)


Republic of the Marshall Islands 6770 N/A
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.)

85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000

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

Angeliki Frangou
Chairman and Chief Executive Officer
85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000

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

Copies to:


Kenneth R. Koch, Esq.
Jeffrey P. Schultz, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
666 Third Avenue
New York, New York 10017
(212) 935-3000
(212) 983-3115 – Facsimile
Stuart H. Gelfond, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004-1980
(212) 859-8000
(212) 859-4000 – Facsimile

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 being 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 Securities to be 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) 25,300,000 $ 10.00 $ 253,000,000 $ 9,942.90
Shares of Common Stock included as part of the Units(2) 25,300,000 (3) 
Warrants included as part of the Units(2) 25,300,000 (3) 
Total   $ 253,000,000 $ 9,942.90
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 3,300,000 units, consisting of 3,300,000 shares of common stock and 3,300,000 warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any.
(3) No fee required 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.





Table of Contents

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 state where the offer or sale is not permitted.

Subject to Completion, dated June 17, 2008
Preliminary Prospectus

$220,000,000

NAVIOS MARITIME ACQUISITION CORPORATION

22,000,000 units

Navios Maritime Acquisition Corporation is a newly organized blank check company formed under the laws of the Marshall Islands for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector. To date, our efforts have been limited to organizational activities as well as activities related to this offering. If we fail to sign a definitive agreement within 24 months of the completion of this offering (or up to 36 months following the completion of this offering if our shareholders approve such extension, which we refer to throughout this prospectus as the ‘‘extended period’’), we will liquidate and distribute the proceeds held in the trust account described below to our public shareholders. We do not have any specific initial business combination under consideration. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. We are offering 22,000,000 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 $7.00. Each warrant will become exercisable on the later of our consummation of a business combination or one year from the date of this prospectus, and will expire five years from the date of this prospectus, or earlier upon redemption.

Navios Maritime Holdings, Inc. (NYSE:NM), or Navios Holdings, has committed to purchase from us 7,600,000 warrants at $1.00 per warrant (for a total purchase price of $7,600,000). This purchase will take place in a private placement that will occur simultaneously with the completion of this offering. All of the proceeds we receive from the private placement will be placed in the trust account described below. These ‘‘sponsor warrants’’ to be purchased by Navios Holdings will be identical to the warrants underlying the units being offered by this prospectus except that the sponsor warrants (i) will be subject to certain transfer restrictions until after the consummation of our initial business combination, (ii) may be exercised on a cashless basis, while the warrants included in the units sold in this offering cannot be exercised on a cashless basis, and (iii) will not be redeemable by us so long as they are held by Navios Maritime Holdings, Inc. or its permitted transferees. Navios Holdings has agreed that the sponsor warrants will not be transferable or salable, except to another entity controlled by Navios Holdings, until after we consummate a business combination.

We have also granted the underwriters a 30-day option to purchase up to 3,300,000 additional units to cover over-allotments, if any (over and above the 22,000,000 units referred to above). The over-allotment option will be used only to cover a syndicate short position resulting from the initial distribution.

In addition, prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, pursuant to which she or it will place limit orders for an aggregate of up to $30 million of our common stock during the time periods and subject to the conditions described elsewhere in this prospectus. Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of common stock from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC, immediately prior to the consummation of our business combination.

There is presently no public market for our units, common stock or warrants. We anticipate that the units will be listed on the New York Stock Exchange under the symbol ‘‘NNA.U’’ on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our filing a Form 6-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we anticipate that the common stock and warrants will be traded on the New York Stock Exchange under the symbols ‘‘NNA’’ and ‘‘NNA WS’’, respectively. We cannot assure you that our securities will be or continue to be listed on the New York Stock Exchange.

Investing in our securities involves risks. See ‘‘Risk Factors’’ beginning on page 32 of this prospectus for a discussion of information that should be considered 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 of this prospectus. Any representation to the contrary is a criminal offense.


  Per Unit Total Proceeds
Public offering price $ 10.00 $ 220,000,000
Underwriting discounts and commission(1) $ 0.70 15,400,000
Total $ 9.30 204,600,000
(1) Includes deferred underwriting discounts and commissions of 3.5% of the gross proceeds, or $0.35 per unit ($7,700,000 in aggregate), payable to the underwriters only upon consummation of our initial business combination.

Of the proceeds we receive from this offering and the private placement as described in this prospectus, approximately $9.95 per unit, or $218,925,000 in the aggregate (approximately $9.91 per unit, or $250,770,000 if the underwriters’ over-allotment option is exercised in full), will be deposited into a dollar-denominated trust account at Marfin Popular Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee. The trust agreement will be governed by New York law. This amount includes (i) $7,700,000 in deferred underwriting discounts and commissions and fees (or $8,855,000, if the underwriters’ over-allotment option is exercised in full) and (ii) the $7,600,000 of proceeds from the private placement in which Navios Maritime Holdings, Inc. will purchase warrants to purchase 7,600,000 shares of our common stock. These funds will not be released from the trust account until the earlier of the consummation of our initial business combination or our liquidation as described in this prospectus.

We are offering the units for sale on a firm-commitment basis. J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., acting as joint bookrunning managers of this offering, expect to deliver our securities to investors in the offering on or about             , 2008.


JPMorgan Deutsche Bank Securities

S. Goldman Advisors LLC

The date of this prospectus is                         , 2008





You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS


ENFORCEABILITY OF CIVIL LIABILITIES

Navios Maritime Acquisition Corporation is a Marshall Islands company and our executive offices are located outside of the United States in Piraeus, Greece. A majority of our directors and officers reside outside the United States. In addition, substantially all of our assets and the assets of our directors and officers are located outside of the United States. The proceeds of the trust account will be deposited at Marfin Popular Bank, which proceeds will be held in U.S. dollar denominated assets in an account in Cyprus. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.

Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

i





Table of Contents

PROSPECTUS SUMMARY

This summary highlights certain 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 the entire prospectus carefully, including the information under ‘‘Risk Factors’’ and our financial statements and the related notes included in this prospectus, before investing. Unless otherwise stated in this prospectus:

  references to ‘‘we,’’ ‘‘us,’’ ‘‘our company,’’ or ‘‘Navios Acquisition’’ refer to Navios Maritime Acquisition Corporation;
  references to ‘‘our sponsor’’ or ‘‘Navios Holdings’’ refer to Navios Maritime Holdings, Inc.;
  references to the ‘‘management team’’ refer to Angeliki Frangou and Ted C. Petrone;
  references to ‘‘Navios Partners’’ refer to Navios Maritime Partners L.P., an affiliate of our sponsor;
  references to ‘‘initial shareholders’’ refer to Navios Holdings and our officers and directors, who are all the holders of our sponsor units before completion of this offering;
  references to ‘‘private placement’’ means the purchase by Navios Maritime Holdings, Inc., in a private placement that will occur simultaneously with the completion of this offering, of 7,600,000 warrants, at a price of $1.00 per warrant;
  references to ‘‘public shareholders’’ means the holders of common stock, whether sold as part of the units in this offering or in the aftermarket, including our initial shareholders and their affiliates, to the extent that they purchase such common stock in this offering or in the aftermarket; and
  references to ‘‘sponsor units’’ refer to the 6,325,000 units previously acquired by our initial shareholders before the offering and the private placement for a purchase price of $25,000 (up to 825,000 of such units held by Navios Holdings are subject to mandatory forfeiture to the extent the underwriters do not fully exercise their over-allotment option);
  references to ‘‘sponsor warrants’’ refer to 7,600,000 warrants to purchase 7,600,000 shares of our common stock being purchased by Navios Maritime Holdings, Inc. in the private placement;
  references to our ‘‘co-investment shares’’ refer to up to $30,000,000 of shares of common stock that Angeliki Frangou or her affiliate may purchase from us at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC, 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 Ms. Frangou or her affiliate pursuant to the limit orders described in this prospectus; and
  references to ‘‘target business’’ shall include one or more assets or operating businesses in the marine transportation and logistics industries.

In addition, unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Proposed Business

General

We are a blank check company organized under the laws of the Republic of the Marshall Islands on March 14, 2008 by Navios Holdings. We were formed to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector.

1





Table of Contents

Business Strategy

We will seek to capitalize on the substantial investing and operating expertise of our management team. Our executive officers and directors have extensive experience in the international marine transportation and logistics industries. We intend to leverage this experience in connection with our efforts to identify a prospective target business.

We intend to focus primarily on a target business in the marine transportation and logistics industries outside of the drybulk shipping sector including without limitation, tankers, liquefied natural gas, liquefied petroleum gas, containers and logistics sectors. We may acquire assets directly or indirectly through the purchase of businesses. We may also acquire service businesses, including companies that provide technical or commercial management or other services to one or more segments of the marine transportation and logistics industries.

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

  Fundamentally strong business.    We will seek to acquire a business that operates within a sector that has strong fundamentals, looking at factors such as growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry. We will seek to acquire a fundamentally strong business that may have been mismanaged or undermanaged. For example, we will focus on businesses that have demonstrable advantages when compared to their competitors, which may help to protect profitability or deliver strong free cash flow under multiple market conditions.
  Potential for increased profitability or strong free cash flow generation.    We will seek to acquire a business that has the potential to improve profitability significantly either through improvement to the balance sheet, improvement to operations, or via adding new management. We may also seek to acquire a business that has the potential to generate strong and stable free cash flow. We will focus on businesses that have known working capital and capital expenditure requirements. We may also seek to leverage this cash flow prudently to enhance shareholder value.
  Reduced expenses.    We will search for a business with the potential to reduce operating expenses through, among other things, improved technical or commercial management, increased efficiencies from improved operations or asset mix, or via adoption of next generation technology.
  Expansion opportunities.    We will search for a business with opportunities to expand its businesses into related areas by, among other things, making strategic acquisitions in new businesses or adopting innovative marketing practices, repositioning itself to attract new customers, and optimizing global expansion opportunities.

Competitive Strengths

We believe that we have the following competitive strengths:

Operating expertise

Our management team has over 50 years of experience owning, operating and growing successful businesses within the marine transportation and logistics industries. This experience includes all aspects of the business, including commercial and technical management, operations, engineering and finance. The management team’s experience also includes identifying acquisition targets and realizing value from assets and businesses in different business cycles and sectors within the marine transportation and logistics industries.

2





Table of Contents

We expect to leverage the significant operating expertise of our management team to identify, acquire and operate a business whose operations or balance sheet can be fundamentally improved and where there are opportunities for increased profitability. In addition, we believe that the experience of our management team may provide us with opportunities to recruit highly qualified executives.

While Navios Holdings does not have any contractual obligation to assist us in identifying a target business and completing a business combination, we may have access to certain resources of Navios Holdings, such as financial and accounting personnel, that may assist us in the process of evaluating potential acquisition targets. Due to the substantial investment in us by Navios Holdings, we would anticipate that such resources would be made available to us even though Navios Holdings is not obligated to provide such resources.

Brand Name

Navios Holdings’ business was established by the United States Steel Corporation in 1954, and we believe that it has built strong brand equity through over 50 years of working with raw materials producers, exporters, and industrial end-users. Navios Holdings’ long-standing presence in Asia has resulted in our management holding privileged relationships with many of the largest trading houses in Japan. We believe that the Navios brand name will provide us with a competitive advantage both in developing access to a target business and in operating any business ultimately acquired.

Track record

Another distinguishing feature that we believe provides a competitive advantage is the proven ability of our management to acquire and grow businesses. Angeliki Frangou, our Chairman and Chief Executive Officer, was also the Chairman and Chief Executive Officer of International Shipping Enterprises, Inc., or ISE, a blank check company that raised $196.65 million in December of 2004. In August of 2005, ISE acquired Navios Holdings for $607.5 million. Today, Navios Holdings is a global and vertically integrated seaborne shipping company focused on the transport and transshipment of drybulk commodities and is listed on the New York Stock Exchange under the symbol ‘‘NM’’, with a market capitalization of $1.03 billion as of June 16, 2008. We believe many target businesses will view the consummation of that business combination (and the fact that the securities of ISE have appreciated markedly since then) as a positive factor in considering whether to enter into a business combination with us.

Unique platform for deal generation

Navios Holdings is one of the world’s largest independent drybulk operators that uses industry specific expertise to generate and administer investment opportunities. We believe our relationship with Navios Holdings and its affiliates provides us with numerous benefits that are key to our long-term growth and success, including Navios Holdings’ expertise in commercial management, reputation within the shipping industry and network of strong relationships with many of the world’s drybulk raw material producers, agricultural traders and exporters, industrial end-users, shipyards, and shipping companies. This expertise and these relationships provide a unique platform for deal generation and allow access to a number of proprietary opportunities that would otherwise be unavailable to us. Our executive officers and directors have extensive experience in the shipping industry as leading managers, principals or directors of several prominent worldwide shipping companies. In addition, they collectively comprise a strong pool of expertise covering the key areas of shipping, with more than 100 years of total experience in sourcing, negotiating and structuring transactions in the shipping industry. We intend to leverage the industry experience of our executive officers, including their extensive contacts and relationships, by focusing our efforts on identifying a prospective target business in the shipping and related industries. We believe that Navios Holdings’ experience and extensive contacts in the marine transportation and logistics industries increases our ability to identify investment opportunities, conduct effective due diligence on potential target companies and to ultimately operate a business in our targeted marine transportation and logistics sectors.

3





Table of Contents

Intense focus on operational due diligence

Our management team will employ an extensive technical and operations focused due diligence process that it believes will provide insight on key issues such as quality of assets and operations, business valuations, capital structures, strategic vision and capabilities of the acquisition target’s management team. As a result, we believe we have certain analytical advantages and insights in the marine transportation and logistics industries when we evaluate potential business combination opportunities. During the due diligence phase, our management team will carefully evaluate prospective business targets to uncover key issues that will drive value or, as importantly, pose a significant risk (such as the quality of assets, contingent liabilities and environmental issues). We believe our management team’s deep and diverse set of skills in management, operations and finance, together with our access to extensive mergers and acquisitions, legal, financing, restructuring, tax and accounting experience will enable us to avoid potential risks that other investors may not identify.

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 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. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that are not expected to be present to the same extent in connection with a business combination with us.

Financial position

With funds available initially in the amount of approximately $211,225,000 in net offering proceeds held in trust, 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 specific needs. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting a Business Combination

Our initial business combination must be with a target business that has a fair market value equal to at least 80% of our net assets, excluding deferred underwriting discounts and commissions of approximately $7,700,000 ($8,855,000 if the over-allotment option is fully exercised) at the time of the business combination. If we acquire less than a 100% ownership interest of any target business, we will measure the fair market value of the share of the acquired business or businesses in determining the satisfaction of the 80% net assets test. The fair market value of the target business will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

As we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. The target business that we may seek to acquire may have a fair market value substantially in excess of 80% of our net assets. As a result, we may seek to finance such an acquisition through a bank loan or the issuance of debt or equity securities to the sellers or third parties.

4





Table of Contents

If we are unable to consummate a business combination within the allotted time period set forth in this prospectus, we will implement a plan of dissolution and liquidation that will include the distribution of the proceeds held in the trust account to our public shareholders in an amount equal to approximately $9.95 (or approximately $9.91 if the underwriters’ over-allotment option is exercised in full) per share of common stock held by them, subject to any reduction resulting from claims against the trust account by our creditors that are not indemnified by Navios Holdings.

We have not, nor has anyone on our behalf, including Navios Holdings, either directly or indirectly, contacted any potential target businesses or their representatives or had any discussions, formal or otherwise, with respect to effecting any potential business combination. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Neither we, our management team, nor Navios Holdings will identify, negotiate with or enter into any agreement with respect to, a prospective target business for us prior to the completion of this offering.

As to individual vessels or fleets of vessels, there is an active sale and purchase market for vessels (as opposed to businesses) and, at any given time, there are a number of such vessels of various types available for sale. Our management may become aware of some of the vessels that are for sale from time to time prior to the completion of this offering as a result of their activities within the marine transportation and logistics industries and their receipt of unsolicited offers from brokers and others. None of such vessels are currently being considered by us or our management team for a business combination after our offering.

Navios Maritime Holdings, Inc.

Navios Holdings is a global and vertically integrated seaborne shipping company focused on the transport and transshipment of drybulk commodities, including iron ore, coal and grain. For over 50 years, Navios Holdings has worked with raw materials producers, agricultural traders and exporters, industrial end-users, shipowners and charterers, and has its own in-house technical ship management expertise.

Angeliki Frangou, our Chairman and Chief Executive Officer, was also the Chairman and Chief Executive Officer of International Shipping Enterprises, Inc., or ISE, a blank check company that raised $196.65 million in December of 2004. In August of 2005, ISE acquired Navios Holdings for $607.5 million. Ms. Frangou initially invested $23,529 for 4,000,000 shares of common stock. Based on the closing price of the common stock on the New York Stock Exchange at June 16, 2008, Ms. Frangou’s initial investment is now worth an aggregate of $38.7 million. In addition, Ms. Frangou purchased units in ISE’s initial public offering, as well as other securities in the open market, and now holds a 21.9% beneficial interest of the common stock of Navios Holdings.

We were established by Navios Holdings to explore a large number of opportunities in the marine transportation and logistics industries that would otherwise be unavailable to it without (i) entailing substantial changes to Navios Holdings’ capital structure, and (ii) changing Navios Holdings’ strategy as a company operating primarily in the drybulk shipping sector of the maritime transportation industry. Navios Holdings has decided to establish, invest in and dedicate resources (such as office space, utilities, administrative services and a loan in the principal amount of $500,000 in payment of initial formation and offering expenses) to us to participate in the benefit of acquisitions in the marine transportation and logistics industries without affecting its capital structure or strategy.

Our Relationship with Navios Holdings and Navios Partners

While our efforts in identifying a prospective target business will not be limited to a particular sector within the marine transportation and logistics industries, we initially intend to focus our search for target businesses primarily in the marine transportation and logistics industries outside of the drybulk shipping sector. We believe that by so focusing our search for target businesses, we can

5





Table of Contents

capitalize on the management and advisory resources of Navios Holdings in the maritime industry while taking advantage of opportunities that are not within the existing business strategies of either Navios Holdings or Navios Partners. We believe our strategy of pursuing target businesses primarily outside of the drybulk shipping sector will distinguish us from the strategies of our affiliates, which are focused on the drybulk shipping sector as follows:

  Navios Holdings.    Navios Holdings is a global and vertically integrated seaborne shipping company that specializes in a wide range of drybulk commodities, including iron ore, coal, and grain. Although Navios Holdings derives a small portion of its revenue from its logistics operations, most of Navios Holdings’ revenue and net income are from vessel operations, which are virtually exclusively in the drybulk shipping sector. Navios Holdings’ policy for vessel operations has led Navios Holdings to time charter-out many of its vessels for short- to medium-term charters.
  Navios Partners.    Navios Partners was formed in 2007 to specialize in operating Capesize (drybulk carrier vessels with cargo capacity typically over 100,000 deadweight tons, or dwt) or Panamax (drybulk carrier vessels with cargo capacity typically between 60,000 and 100,000 dwt) vessels that are chartered out for a minimum of three years. The Navios Partners fleet currently consists of seven active Panamax vessels and one modern Capesize vessel. All of Navios Partners’ current vessels operate under long-term charters-out with an average length of approximately 5.2 years. Navios Partners has also contracted for the delivery on July 1, 2008 of an additional owned Panamax vessel from Navios Holdings and one newbuild Capesize vessel that it has agreed to purchase from Navios Holdings upon delivery in 2009. All of Navios Partners’ vessels are currently managed by Navios ShipManagement.

In contrast to Navios Holdings and Navios Partners, which are both focused on the drybulk shipping sector, we intend to focus our search for target businesses primarily outside of the drybulk shipping sector, including but not limited to tankers, liquefied natural gas, liquefied petroleum gas, containers and logistics.

As a controlled affiliate of Navios Holdings, we are subject to the omnibus agreement between Navios Holdings and Navios Partners that governs business opportunities within the drybulk shipping sector. Under the omnibus agreement, Navios Holdings agreed (and agreed to cause its controlled affiliates, including us, to agree) to grant a right of first offer to Navios Partners for any Panamax or Capesize drybulk vessel subject to a charter for three or more years that it acquires or may own. Accordingly, we would not be able to own any Panamax or Capesize drybulk carriers with charters of three or more years without first obtaining the consent of Navios Partners. Navios Partners and its subsidiaries granted to Navios Holdings a similar right of first offer on any proposed sale, transfer or other disposition of any of its Panamax or Capesize drybulk carriers and related charters or any of its drybulk vessels that is not a Panamax or Capesize drybulk vessel and related charters owned or acquired by it. To resolve this conflict of interest, we have entered into a right of first refusal agreement that grants us the first opportunity to consider any business opportunity outside of the drybulk shipping sector. See ‘‘Management — Conflicts of Interest.’’

Conflicts of Interest

Potential investors should be aware of the following potential conflicts of interest:

  None of our officers and directors are required to commit their full time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among their various business activities, including those related to Navios Holdings.
  Angeliki Frangou, our Chairman and Chief Executive Officer, is the Chairman and Chief Executive Officer of Navios Holdings, our sponsor, and Navios Partners, an affiliate of Navios Holdings. In addition, Ms. Frangou is the Chairman of the board of directors of IRF

6





Table of Contents
  European Finance Investments, Ltd. and Chairman of the board of directors of Proton Bank. Ted C. Petrone, our President and a member of our board of directors, is the President of Navios Corporation, and a director of Navios Holdings. In the course of their business activities for Navios Holdings, our common officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as to Navios Holdings and Navios Partners. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For this reason, we have entered into a business opportunity right of first refusal agreement with Navios Holdings and Navios Partners, the terms of which are discussed below.
  Nikolaos Veraros, John Koilalous and Julian David Brynteson, each a member of our board of directors, are not affiliated with Navios Holdings. However, each of them is affiliated with an organization that provides services to shipping companies. Mr. Veraros is a senior analyst at Investments & Finance, Ltd., an investment banking firm specializing in the shipping industry. Mr. Koilalous is the founder and managing director of Pegasus Adjusting Services, Ltd., an adjusting firm in the shipping industry. Mr. Brynteson is a managing director for sales and purchases at H. Clarkson & Company, Ltd., a subsidiary of leading worldwide shipbroker Clarkson PLC. Accordingly, as in the case of Ms. Frangou and Mr. Petrone, such persons may have conflicts of interest in determining to which entity a particular business opportunity of which they become aware should be presented.
  Our board, certain of whose members are also members of the board of Navios Holdings, may have a conflict of interest in determining whether a particular target acquisition is appropriate to effect a business combination. The financial interests of Navios Holdings and our officers and directors may influence the motivation of our officers and directors in identifying and selecting a target acquisition, and consummating a business combination because:
  Navios Holdings and our officers and directors own sponsor units that will be released from escrow (or from transfer restrictions in the case of the sponsor warrants) only if a business combination is successfully consummated;
  Navios Holdings owns sponsor warrants that will expire worthless if a business combination is not consummated; and
  upon the successful consummation of a business combination, Navios Holdings may earn substantial fees for providing technical and/or commercial ship management services.
  Upon completion of the offering, Navios Holdings and our officers and directors will own 20.0% of our common stock, which significant ownership interest may dissuade potential acquirers from seeking control of us after we consummate our initial business combination and buying our common stock at a price that our shareholders may deem beneficial.

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 initial business combination, 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus and such time as they cease to be an officer or director, to present to us for our consideration, before presenting to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest in a marine transportation or logistics business outside of the drybulk shipping sector, subject to (i) any fiduciary duties or contractual obligations they may have currently or in the future in respect of Navios Holdings or Navios Partners and any businesses in which either such company invests and (ii) any other pre-existing fiduciary duties or contractual obligations they may have.

Because of the overlap between Navios Holdings, Navios Partners and us with respect to possible acquisitions under the terms of the omnibus agreement, we have entered into a business opportunity right of first refusal agreement, which provides that, commencing on the date of this prospectus and extending until the earlier of the consummation of our initial business combination or our liquidation,

7





Table of Contents

we, Navios Holdings and Navios Partners will share business opportunities in the marine transportation and logistics industries as follows:

  We will have the first opportunity to consider any business opportunities outside of the drybulk shipping sector.
  Navios Holdings will have the first opportunity to consider any business opportunities within the drybulk shipping sector, with the exception of any Panamax or Capesize drybulk carrier under charter for three or more years it might own.
  Navios Partners has the first opportunity to consider an acquisition opportunity relating to any Panamax or Capesize drybulk carrier under charter for three or more years.

Decisions by us to release Navios Holdings and Navios Partners to pursue any corporate opportunity outside of the dry bulk sector will be made by a majority of our independent directors. Further, all ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including Navios Holdings, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties. Such transactions will require prior approval, in each instance, by a unanimous vote of our disinterested ‘‘independent’’ directors or the members of our board who do not have an interest in the transaction. If we were to pursue an acquisition of an entity affiliated with us, Navios Holdings or our officers and directors, the common officers or directors of us and the affiliated entity may be influenced by the financial benefits that may be derived from his or her role with, or ownership stake in, the affiliated entity. Accordingly, potential conflicts of interest may still exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent a conflict of interest. As a result, we will not pursue a business combination with an entity affiliated with us, Navios Holdings, or our officers and directors unless we obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (FINRA) that the business combination is fair to our unaffiliated shareholders from a financial point of view, and all of our disinterested, independent directors approve the transaction.

Private Placement of Sponsor Units

Our initial shareholders own 6,325,000 sponsor units which were issued by us as part of a private placement consummated prior to this offering. Of such 6,325,000 sponsor units, up to 825,000 sponsor units held by Navios Holdings are subject to mandatory forfeiture if and to the extent the underwriters’ over-allotment option is not exercised, so that our initial shareholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) after this offering (excluding any units that they may purchase in or after 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 initial shareholders and their permitted transferees will not be able to exercise conversion rights, as described below, with respect to the common stock;
  our initial shareholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the public shareholders at the special or annual shareholders meeting called for the purpose of (i) approving our initial business combination or (ii) the extended period;
  our initial shareholders have waived, and their permitted transferees will waive, their right to participate in any liquidating 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 initial business combination;

8





Table of Contents
  the warrants will not be redeemable by us as long as they are held by our initial shareholders or their permitted transferees (other than as part of a mandatory forfeiture of sponsor units if and to the extent the underwriters’ over-allotment option is not exercised in full);
  the warrants may be exercised by the holders by paying cash or on a cashless basis; and
  the sponsor units, and the underlying common stock and the warrants (including the common stock issuable upon exercise of the warrants) will not be transferable or salable, except to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes, until 180 days after the consummation of our initial business combination.

Private Placement of Sponsor Warrants

Navios Holdings has agreed to purchase 7,600,000 warrants from us at a price of $1.00 per warrant ($7,600,000 in the aggregate) in a private placement that will occur simultaneously with the completion 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 Continental Stock Transfer and Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public shareholders and the sponsor warrants will expire worthless. The sponsor warrants are identical to the warrants included in the units sold in this offering, except that:

  the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination;
  the sponsor warrants may be exercised on a cashless basis;
  the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees; and
  none of the sponsor warrants to be purchased by Navios Holdings will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.

Purchase Commitment by Affiliate

In addition, prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination, and (2) 60 days after the 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 shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and

9





Table of Contents

Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances.

Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. As a result, Ms. Frangou may be able to influence the outcome of the vote on our business combination or a proposed extension. Our sponsor, executive officers and directors will participate in any liquidation distributions with respect to any shares of common stock purchased by them in this offering or in the aftermarket, including shares purchased pursuant to such limit orders, in the event we fail to consummate an initial business combination.

Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These shares of common stock to be purchased by Ms. Frangou or her affiliate, which we refer to in this prospectus as the co-investment shares, will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.

Ms. Frangou or her affiliate will agree that she or it will not sell or transfer any co-investment shares or any shares of common stock purchased pursuant to the limit orders, subject to certain limited exceptions, until 180 days after the date of the consummation of our initial business combination.

The business purpose of the limit order program is to provide liquidity in the market for our shares in the period prior to the shareholders meeting to approve our business combination and to provide an opportunity for shareholders who might otherwise elect to convert their shares at the meeting to sell their shares to Ms. Frangou or her affiliate in advance of the meeting. This may make it easier for us to consummate our business combination because Ms. Frangou or her affiliate will agree to vote any shares she or it acquires in favor of the business combination, but it will not limit the ability of public shareholders to exercise their conversion rights at the shareholders meeting nor will it affect the requirement that we only consummate a business combination if holders of less than 40% of the shares sold in this offering exercise their conversion rights (calculated on a cumulative basis as described in this prospectus). The business purpose of the co-investment is to provide additional capital to us at a time when some shareholders may elect to withdraw their capital by exercising conversion rights. Together, we believe these purchase obligations demonstrate Ms. Frangou’s commitment to our completion of an advantageous business combination and to the success of our company following our business combination.

Potential Purchases by Affiliates

In addition to any purchases of shares pursuant to the limit orders described above, our officers, directors or Navios Holdings, or their respective affiliates, may make purchases of our securities in this offering or in the aftermarket, subject to all applicable laws. We believe that some of the factors they would consider in making such a purchase include: (i) the trading price, (ii) their aggregate investment and (iii) whether it appears that a substantial number of public shareholders are voting against a proposed business combination. Any such shares will be voted in favor of the business combination. Accordingly, any purchase of our shares by our officers, directors or Navios Holdings, in this offering or in the aftermarket would influence the manner of a vote submitted to our shareholders in

10





Table of Contents

connection with a business combination by making it more likely that a business combination would be approved.

Our offices are located at 85 Akti Miaouli Street, Piraeus, Greece 185 38 and our telephone number is +30-210-459-5000.

11





Table of Contents

The Offering

Securities offered 22,000,000 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. Each of the common stock and warrants will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our having filed a Report of Foreign Private Issuer on Form 6-K described below and having issued a press release announcing when such separate trading of the common stock and warrants will begin.
In no event will separate trading of the common stock and warrants occur until we have filed an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Report of Foreign Private Issuer on Form 6-K, including an audited balance sheet, upon the completion of this offering, which is anticipated to take place three trading days from the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 6-K. If the over-allotment option is exercised following the initial filing of such Form 6-K, an additional Form 6-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
Common stock:
Number outstanding before this offering and the private
placement
5,500,000 shares(1)
Number to be outstanding after this offering and the private
placement
27,500,000 shares(1)
Warrants:
Number outstanding before this offering and the private
placement
5,500,000 warrants(2)
Number to be outstanding after this offering and the private
placement
35,100,000 warrants(2)
(1) This number excludes 825,000 shares of common stock included in the sponsor units held by Navios Holdings that are subject to mandatory forfeiture to the extent the underwriters’ over-allotment option is not exercised in full.
(2) This number excludes 825,000 warrants included in the sponsor units held by Navios Holdings that are subject to mandatory forfeiture to the extent the underwriters’ over-allotment option is not exercised in full.

12





Table of Contents
Exercisability Each warrant is exercisable for one share of common stock.
Exercise price $7.00
Exercise period The warrants will become exercisable on the later of:
the consummation of an initial business combination with a target business; or
one year from the date of this prospectus.
However, the warrants will only be exercisable if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current. We have agreed to use our best efforts to have an effective registration statement covering shares of common stock issuable upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to those shares until the warrants expire or are redeemed. In no event shall a warrant holder be entitled to elect to receive a net cash settlement upon the exercise of warrants.
All warrants will expire on the fifth anniversary of the date of this prospectus at 5:00 p.m., New York City time, or earlier upon redemption.
Redemption Once the warrants become exercisable, we may redeem the outstanding warrants (except for the warrants included in the sponsor units and sponsor warrants, which are not redeemable so long as they are held by Navios Holdings or its permitted transferees) at any time:
in whole and not in part;
at a price of $.01 per warrant;
upon a minimum of 30 days’ prior written notice of redemption;
if, and only if, a business combination has been consummated; 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 three trading days before we send the notice of redemption provided that a current registration statement under the Securities Act of 1933, as amended, or the Securities Act, relating to the shares of common stock issuable upon exercise of the warrants is effective during the redemption notice period.
We have established the above conditions to provide warrant holders with a reasonable premium to the initial warrant exercise price as well as a reasonable cushion

13





Table of Contents
against a negative market reaction, if any, to our redemption call. If we call the warrants for redemption as described above, we will have the option to require all holders that exercise warrants thereafter to do so on a ‘‘cashless basis,’’ although the public stockholders are not eligible to do so at their own option. Otherwise, a public warrant may only be exercised for cash. In the event we choose to require a ‘‘cashless exercise,’’ each exercising holder must 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 underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ (defined below) by (y) the fair market value. The ‘‘fair market value’’ shall mean 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.
Sponsor units Our initial shareholders own 6,325,000 sponsor units which were issued by us as part of a private placement consummated prior to this offering. Of such 6,325,000 sponsor units, up to 825,000 sponsor units held by Navios Holdings are subject to mandatory forfeiture if and to the extent the underwriters’ over-allotment option is not exercised, so that our initial shareholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) after this offering (excluding any units that they may purchase in or after 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 initial shareholders and their permitted transferees will not be able to exercise conversion rights, as described below, with respect to the common stock;
our initial shareholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the public shareholders at the special or annual shareholders meeting called for the purpose of (i) approving our initial business combination or (ii) the extended period;
our initial shareholders have waived, and their permitted transferees will waive, their right to participate in any liquidating distribution with respect to the common stock if we fail to consummate a business combination;

14





Table of Contents
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 initial business combination;
the warrants will not be redeemable by us as long as they are held by our initial shareholders or their permitted transferees (other than as part of a mandatory forfeiture of sponsor units if and to the extent the underwriters’ over-allotment option is not exercised in full);
the warrants may be exercised by the holders by paying cash or on a cashless basis; and
the sponsor units, and the underlying common stock and the warrants (including the common stock issuable upon exercise of the warrants) will not be transferable or salable, except to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes until 180 days after the consummation of our initial business combination.
Purchase Commitment by Affiliate Prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination and (2) 60 days after the 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 shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be

15





Table of Contents
made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances.
Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. Our sponsor, executive officers and directors will participate in any liquidation distributions with respect to any shares of common stock purchased by them in this offering or in the aftermarket, including shares purchased pursuant to such limit orders, in the event we fail to consummate an initial business combination.
Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These shares of common stock to be purchased by Ms. Frangou or her affiliate, which we refer to in this prospectus as the co-investment shares, will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.
Ms. Frangou or her affiliate will agree that she or it will not sell or transfer any co-investment shares or any shares of common stock purchased pursuant to the limit orders, subject to certain limited exceptions, until 180 days after the date of the consummation of our initial business combination.
Private placement of sponsor
warrants
Navios Holdings has agreed to purchase 7,600,000 warrants from us at a price of $1.00 per warrant ($7,600,000 in the aggregate) in a private placement that will occur

16





Table of Contents
simultaneously with the completion 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 Continental Stock Transfer and Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public shareholders, and the sponsor warrants will expire worthless. The sponsor warrants are identical to the warrants included in the units sold in this offering, except that:
the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination;
the sponsor warrants may be exercised on a cashless basis;
the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees; and
none of the sponsor warrants will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.
Exercising warrants on a ‘‘cashless basis’’ means that, in lieu of paying in cash the aggregate exercise price for the shares of common stock being purchased upon exercise of the warrant, the holder forfeits a number of shares underlying the warrant with a market value equal to such aggregate exercise price. Accordingly, we would not receive additional proceeds to the extent the sponsor warrants are exercised on a cashless basis. Warrants included in the units sold in the offering are not exercisable on a cashless basis, and the exercise price with respect to these warrants will be paid directly to us.
Registration rights Pursuant to a registration rights agreement between us and our initial shareholders, the holders of the sponsor 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), any co-investment shares and any shares of common stock purchased pursuant to the limit orders described in this prospectus will be entitled to three demand registration rights, ‘‘piggy-back’’ registration rights and short-form resale registration rights commencing after the

17





Table of Contents
consummation of our initial business combination, in the case of the sponsor warrants, and 180 days after the consummation of our initial business combination, in the case of the sponsor units and shares purchased pursuant to the limit orders.
Limited payments to insiders There will be no fees or other cash payments paid to Navios Holdings (or its affiliates) or our officers and directors prior to or in connection with a business combination, other than:
repayment of a $500,000 loan made by Navios Holdings;
payment of $10,000 per month to Navios Holdings for office space and related services;
reimbursement of out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and
payment of $50,000 to each independent director in cash per year, accruing pro rata from the respective start of their service on our board of directors but payable only upon the successful consummation of a business combination.
Fees to Advisors We do not presently anticipate engaging the services of professional firms or outside individuals that specialize in acquisitions on any formal basis. However, we may decide to engage such firms or individuals in the future or we may be approached on an unsolicited basis, in which event the compensation of such firms or individuals may be paid from the offering proceeds not held in the trust account or out of the funds released to us in the event that the proposed business combination is consummated.
Proposed New York Stock Exchange symbols for our:
        Units ‘‘NNA.U’’
        Common stock ‘‘NNA’’
        Warrants ‘‘NNA WS’’

18





Table of Contents
Offering and private placement proceeds to be held in the trust account and amounts payable prior to the trust account distribution or liquidation; use of proceeds $218,925,000 of the proceeds of this offering and the private placement (or $250,770,000 if the over-allotment option is exercised in full), or approximately $9.95 per unit (or approximately $9.91 if the over-allotment option is exercised in full), will be placed in a trust account at Marfin Popular Bank, maintained by Continental Stock Transfer & Trust Company, as trustee, pursuant to an agreement, governed by New York law, to be signed on the date of this prospectus.
These proceeds include the $7,600,000 in proceeds from the private placement and $7,700,000 in underwriting discounts and commissions (or $8,855,000 if the underwriters’ over-allotment option is exercised in full) that are being deferred until we consummate a business combination.
Other than in connection with distributions to public shareholders who vote against (i) the extended period, or (ii) any proposed business combination, and properly exercise their conversion rights, the proceeds held in the trust account will not be released until the earlier of (x) the consummation of a business combination on the terms described in this prospectus or (y) 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 purpose, including the payment of any expenses related to this offering or expenses that we may incur related to the investigation and selection of a target business or the negotiation of an agreement to effect the business combination. Notwithstanding the foregoing, there will be released to us up to $3,000,000 of the interest earned on the trust account (net of taxes payable on such interest) to fund these expenses or our other working capital requirements. With this exception, 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, approximately $75,000 after the payment of expenses related to this offering). In addition, proceeds may be released from the trust account to pay taxes incurred as a result of the interest earned on the trust proceeds.
Condition to consummating our initial business combination Our initial business combination must occur with one or more target businesses that have a fair market value of at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of such business combination.

19





Table of Contents
Amended and Restated Articles of Incorporation As discussed below, there are specific provisions in our amended and restated articles of incorporation that may not be amended prior to our consummation of a business combination without the prior consent of holders of 95% of our outstanding common stock, including our requirements to seek shareholder approval of such a business combination and to allow our shareholders to seek conversion of their shares if they do not approve of such a business combination. Although these provisions make it difficult for us to amend our amended and restated articles of incorporation, they are intended to protect our shareholders by requiring a supermajority of our shareholders to vote in favor of such a change in order for it to become effective. However, the Republic of the Marshall Islands, the country in which we are incorporated, does not have a well-developed body of corporate law, so it is not as certain how effective these protective provisions will be as compared to Delaware corporate law. Although they are alterable, neither we, our board of directors, our officers nor our promoters or sponsors intend to propose, or seek shareholder approval of, any amendment of these provisions. We view these provisions as obligations to our shareholders and do not intend to take any action to amend or waive these provisions.
In addition, our amended and restated articles of incorporation provides that we will continue in existence only until 24 months (or up to 36 months if the extended period is approved) after the completion of this offering. This provision may only be amended in connection with, and upon the consummation of, a business combination. In connection with any proposed business combination we submit to our shareholders for approval, we will also submit to shareholders a proposal to amend our amended and restated articles of incorporation to provide for our perpetual existence, thereby removing this limitation on our corporate life. We will only consummate a business combination if shareholders vote both in favor of the proposed business combination and our amendment to provide for our perpetual existence. This will require the affirmative vote of a majority of the shares of common stock voted at the meeting by our public shareholders. If we have not consummated a business combination by the date specified above, our corporate existence will cease except for the purpose of winding up our affairs and liquidating, pursuant to Section 105 of the Marshall Islands Business Corporations Act. As a result, no vote would be required from our Board of Directors or shareholders to commence a dissolution and liquidation. We view this provision terminating our corporate life by         , 2010 (or         , 2011 if the extended period is approved) as an

20





Table of Contents
obligation to our shareholders 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 a business combination.
Shareholders must approve business combination We must seek shareholder approval before effecting our initial business combination, even if the business combination would not ordinarily require shareholder approval under applicable Marshall Islands law. We have agreed that in connection with any proposed business combination, we will deliver to our shareholders a proxy statement that will include, among other matters, a description of the operations of the target business. In connection with the vote required for our initial business combination, our initial shareholders have agreed to vote their shares of common stock that are part of its sponsor units in accordance with the majority of the shares of common stock voted by the public shareholders.
Our officers, directors or Navios Holdings, or their respective affiliates, may make purchases of our securities in this offering or in the aftermarket, subject to all applicable laws. Although we do not know for certain all the factors that would cause Navios Holdings or such individuals to purchase our securities, we believe that some of the factors they would consider are: (i) the trading price of our securities, (ii) their aggregate investment in our securities and (iii) whether it appears that a substantial number of public shareholders are voting against a proposed business combination. Any such shares acquired by them in this offering or in the aftermarket, including any shares purchased pursuant to the limit orders described in this prospectus, will be voted in favor of the business combination.
Accordingly, any purchase of our shares by our officers and directors, or Navios Holdings, in this offering or in the aftermarket could influence the result of a vote submitted to our shareholders in connection with a business combination by making it more likely that a business combination would be approved.
We will proceed with a business combination only if a majority of the shares of common stock voted by the public shareholders are voted in favor of the business combination and public shareholders owning less than 40% of the total number of shares sold in this offering exercise their conversion rights described below, including any shareholders who previously exercised conversion rights in connection with the shareholder vote required to approve the extended period, if any.

21





Table of Contents
Status as Foreign Private Issuer As a foreign private issuer, we are exempt from the proxy rules promulgated under the Securities Exchange Act of 1934, as amended, or the Securities Exchange Act. Because of this exemption, when we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.
Possible extension of time to consummate an initial business combination to up to 36 months Unlike other blank check companies, if we have entered into a letter of intent, agreement in principle or definitive agreement within 24 months following the completion of this offering and we anticipate that we may not be able to consummate a business combination within the initial 24 months, we may seek to extend the time period within which we may consummate our initial business combination to up to 36 months by calling a special meeting of our shareholders for the purpose of soliciting their approval for the extended period. We believe that extending the date by which we must consummate our initial business combination to up to 36 months may be advisable due to the circumstances involved in the evaluation and consummation of an initial business combination.
If holders of 40% or more of the shares sold in this offering both vote against the proposed extended period and elect to convert their shares for a pro rata share of the trust account, we will not extend the date by which we must consummate our initial business combination. In such event, if we cannot consummate the initial business combination within such 24-month period, we will liquidate. Subject to the foregoing, approval of the extended period will require the affirmative vote of the majority of the votes cast by public shareholders who vote at the special meeting called for the purpose of approving such extended period.
If we receive shareholder approval for the extended period and holders of 40% or more of the shares sold in this offering do not vote against the extended period and elect to convert their common stock in connection with the vote for the extended period, we will then have up to an additional 12 months in which to consummate the initial business combination. We will still be required to seek shareholder approval before consummating our initial business combination, even if the initial business combination would not ordinarily require shareholder

22





Table of Contents
approval under applicable law. As a result of an approval of the extended period, we may be able to hold the funds in the trust account for at least three years. A shareholder’s election to convert its shares in connection with the vote on the extended period will only be honored if the extended period is approved.
Shareholders who vote against the extended period and exercise their conversion rights will not be able to vote on the initial business combination. All other shareholders will be able to vote on the initial business combination.
If the extended period is approved and we have not effected a business combination by the end of such extended period, our corporate existence will automatically cease without the need for a shareholder vote.
Conversion rights for shareholders voting to reject the extended period or our initial business combination If a public shareholder voted against either (i) the extended period and the extended period was subsequently approved, or (ii) our initial business combination and the initial business combination was subsequently approved and consummated, such public shareholder will be entitled to convert their stock into a pro rata share of the trust account, before payment of deferred underwriting discounts and commissions and including any interest earned on their pro rata share net of income taxes payable on such interest and net of the applicable pro-rata portion of interest income of up to $3,000,000 earned on the trust account balance released to us to fund working capital requirements. Our initial shareholders will not be able to convert the stock included in their sponsor units into a pro rata share of the trust account under these circumstances. For more information, see the section entitled ‘‘Proposed Business — Effecting a business combination — Conversion rights.’’
Public shareholders who convert their common stock into a pro rata share of the trust account will be paid promptly their conversion price following their exercise of conversion rights and will continue to have the right to exercise any warrants they own. The initial conversion price is approximately $9.95 per share (or approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full). Since this amount may be lower than the market price of the common stock on the date of conversion, there may be a disincentive on the part of public shareholders to exercise their conversion rights.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of theirs or any other person with whom they are acting in concert or as a ‘‘group,’’ (as such term is used in Sections 13(d) and 14(d) of the

23





Table of Contents
Securities Exchange Act) will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Such a public shareholder would still be entitled to vote against a proposed business combination or the extended period with respect to all shares owned by them or their affiliates. We believe this restriction will prevent shareholders from accumulating large blocks of stock before the vote held to approve a proposed business combination or the extended period and attempt to use the conversion right as a means to force us or our management to purchase their stock at a significant premium to the then-current market price. Absent this provision, for example, a public shareholder who owns 15% of the shares sold in this offering could threaten to vote against a proposed business combination or the extended period and seek conversion, regardless of the merits of the transaction, if their shares are not purchased by us or our management at a premium to the then-current market price. By limiting a shareholder’s ability to convert only 10% of the shares sold in this offering, we believe we have limited the ability of a small group of shareholders to attempt unreasonably to block a transaction that is favored by other public shareholders. However, we are not restricting the shareholders’ ability to vote all of their shares against the transaction or against the extended period.
A shareholder who votes against the extended period and also elects to convert its shares of common stock may vote against our initial business combination at the applicable shareholder meeting held for that purpose only to the extent such shareholder continues to hold shares of our common stock or acquires additional shares. However, in connection with such subsequent vote on the initial business combination such shareholder may not elect to convert further shares. A public shareholder who wishes to exercise its conversion rights will be required to notify us of its election to convert in accordance with the procedures described in this prospectus. Such election to convert will not be valid unless (i) the public shareholder votes against (x) the extended period and it is subsequently approved, or (y) our initial business combination and the initial business combination is subsequently approved and consummated, (ii) the public shareholder holds its shares through the consummation of the business combination (except in the event of conversion with respect to any extended period) and (iii) the public shareholder follows the specific procedures for conversion that will be set forth in the proxy statement relating to the proposed initial business combination or the extended period.
We intend to require public shareholders to tender their stock certificates to our transfer agent or to deliver their

24





Table of Contents
shares to our transfer agent electronically using the DWAC (Deposit/Withdrawal At Custodian) system of The Depository Trust Company, or DTC, no later than the business day immediately preceding the vote on our initial business combination or the extended period. There is a standard charge 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 approximately $45, and it would be up to the broker to decide whether to pass this cost on to the converting shareholder.
The proxy solicitation materials that we will furnish to shareholders in connection with the vote for any proposed initial business combination or the extended period will indicate that we are requiring shareholders to satisfy such certification and delivery requirements. As discussed above, a shareholder would have from the time we send out our proxy statement up until the business day immediately preceding the vote on our initial business combination or the extended period to deliver their shares if they wish to seek to exercise their conversion rights. The delivery process is within the shareholder’s control and, whether it is a record holder or its shares are held in ‘‘street name,’’ the shareholder should be able to accomplish delivery by contacting the transfer agent or their broker and requesting delivery of their shares through the DWAC system. However, because we do not have control over this process or over the brokers or DTC, it may take significantly longer than anticipated to obtain a physical stock certificate.
If it takes longer than we anticipate to obtain a physical stock certificate, public shareholders who wish to tender their stock certificates physically may be unable to obtain physical stock certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.
In connection with a vote on the extended period or our initial business combination, public shareholders may elect to vote a portion of their shares for and a portion of their shares against the extended period or the initial business combination, as the case may be. If the extended period is approved, or if the initial business combination is approved and consummated, public shareholders who elected to convert the portion of their shares and also voted against the extended period or the initial business combination, as the case may be, will receive the conversion price with respect to those shares and may retain any other shares they own.

25





Table of Contents
A request for conversion may be withdrawn at any time up to the date of the meeting. If a shareholder delivered their certificate for conversion and subsequently decided prior to the meeting not to elect conversion, they may simply request that the transfer agent return the certificate (physically or electronically).
If our initial business combination is not approved, we may continue to try to consummate a business combination with a different target business until 24 months from the date of this prospectus (or up to 36 months if the extended period is approved). Public shareholders voting against our initial 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, we will promptly return to the public shareholders their certificates that were delivered prior to the meeting.
Dissolution and liquidation if no business combination As described above, if we have not consummated a business combination by         , 2010 (or         , 2011 if the extended period is approved), our corporate existence will cease by operation of law and we will promptly distribute only to our public shareholders, the amount in our trust account, including (i) all accrued interest net of income taxes paid or payable on such interest (less interest income of up to $3,000,000 earned on the trust account balance previously released to us to fund our working capital requirements), and (ii) all deferred underwriting discounts and commissions plus any of our remaining net assets.
Under Marshall Islands law, shareholders might, in certain circumstances, be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we complied with the procedures set forth in Section 106 of the Marshall Islands Business Corporations Act, which are intended to ensure that we make reasonable provision for all claims against us, including a six-month notice period during which any third-party claims can be brought against us before any liquidating distributions are made to shareholders, any liability of a shareholder with respect to a liquidating distribution should be limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholder should be barred after the period set forth in such notice. However, we intend to make liquidating distributions to our shareholders as soon as reasonably possible after dissolution. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our shareholders will likely extend beyond

26





Table of Contents
the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.
We will seek to have all vendors and service providers (including any third parties we engage to assist us in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. However, there is no guarantee that they will execute such agreements. Even if such entities execute such agreements with us, there is no guarantee that they will not seek recourse against the trust account or that a court would not conclude that such agreements are not legally enforceable. Navios Holdings has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, except (i) as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account, to the extent such waiver is subsequently found to be invalid or unenforceable, (ii) as to any engagement of, or agreement with, a third party that does not execute a waiver and a majority of the independent directors of Navios Holdings have not consented to such engagement or agreement with such third party, and (iii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities under the Securities Act. Additionally, in the case of a vendor, service provider or prospective target business that did not execute a waiver, Navios Holdings will be liable, to the extent it consents to the transaction, only to the extent necessary to ensure that public shareholders receive no less than approximately $9.95 per share (or approximately $9.91 if the over-allotment option is exercised in full) upon liquidation. Based on our review of the financial statements of Navios Holdings in its most recent Form 20-F, we believe that Navios Holdings will have sufficient funds to meet any indemnification obligations that arise. However, because Navios Holdings’ circumstances may change in the future, we cannot assure investors that Navios Holdings will be able to satisfy such indemnification obligations if and when they arise. As a result, we cannot assure you that the per-share distribution from the trust fund, if we liquidate, will not be less than approximately $9.95 (or approximately $9.91 if the over-allotment option is exercised in full) plus interest then held in the trust fund. If we are unable to consummate our initial business combination and must dissolve and distribute our assets, the per-share liquidating

27





Table of Contents
distribution will be less than $10.00 because of the expenses of this offering and the amount of funds held outside of the trust account for our general and administrative expenses and the costs associated with seeking a business combination. These offering expenses include the underwriters’ discount, legal fees and expenses, printing and engraving expenses, accounting fees and expenses, the SEC registration fee, the FINRA filing fee and the New York Stock Exchange listing fee. We intend to use net proceeds not held in the trust account and up to $3,000,000 of the interest income earned on the trust account (net of taxes payable) for payment of expenses related to office space and administrative services, legal and accounting fees associated with SEC reporting obligations, reimbursement of expenses incurred in connection with conducting due diligence reviews of prospective target businesses, legal, accounting and other non-due diligence expenses, including structuring and negotiating a business combination and other miscellaneous expenses associated with seeking a business combination.
We anticipate the distribution of the funds in the trust account to our public shareholders will occur within 10 business days from the date our corporate existence ceases. Our initial shareholders have waived their rights to participate in any liquidating distribution occurring upon our failure to consummate a business combination with respect to those shares of common stock acquired by it prior to this offering. In addition, if we liquidate, the underwriters have agreed to waive their right to the $7,700,000 ($8,855,000 if the underwriters’ over-allotment option is exercised in full) of deferred underwriting compensation held in the trust account for their benefit. However, if our initial shareholders acquire stock in or after this offering, they will be entitled to a pro rata share of the trust account upon the liquidation of the trust account in the event we do not consummate a business combination within the required time periods. We will pay the out-of-pocket costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Navios Holdings agreed to advance us the entire amount of the funds necessary to complete such liquidation and have agreed not to seek repayment for such expenses.
Escrow of sponsor units and sponsor warrants On the effective date of this prospectus, our initial shareholders will place the sponsor units into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent, and on the date of the completion of this offering, our sponsor will place its

28





Table of Contents
sponsor warrants in such escrow account. Subject to certain limited exceptions, such as transfers to another entity that is controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes, and except for up to 825,000 sponsor units held by Navios Holdings that may be forfeited if and to the extent the underwriters do not fully exercise their over-allotment option, the sponsor warrants will not be transferable until after the consummation of our initial business combination, and the sponsor units will not be transferable until 180 days after the consummation of our initial business combination, at which respective times such securities will be released from escrow. Notwithstanding the foregoing, if, after the consummation of the initial business combination, we consummate a transaction that results in all of the shareholders of the combined entity having the right to exchange their shares of common stock for cash, securities or other property, then the transfer restrictions on the sponsor units will no longer apply.
If we are forced to liquidate, all of the sponsor units will be cancelled. Any shares purchased by our initial shareholders in the open market will not be placed in escrow.
Determination of offering amount The size of this offering was based on our belief as to the capital required to facilitate our combination with target businesses with sufficient scale to operate as a stand-alone public entity and was determined by our officers and directors. Factors used in such determination included:
the history and prospects of companies whose principal business is the acquisition of other companies, with no limitation on the industries in which they may acquire businesses;
prior offerings of such companies;
our prospects for acquiring vessels or an operating business in the marine transportation and logistics industries;
our capital structure;
an assessment by our management team of the marine transportation and logistics industries and their experience identifying acquisition targets and structuring acquisitions;
general conditions of the capital markets at the time of the offering;
the likely competition for acquisition targets; and
the likely number of potential targets.

29





Table of Contents
We believe that raising the amount described in this offering will offer us a variety of target businesses possessing the scale of operations and developed infrastructure that will allow us to execute a business plan that will leverage our skills and resources. We believe that possessing an equity base equivalent to the net proceeds of this offering will provide us the capital to combine with viable target businesses with established platforms and demonstrated business plans. The determination of the offering price of our units and the valuation accorded to our company is more arbitrary than the pricing of securities for or valuation of, operating businesses in or related to the marine transportation and logistics industries.
Risks In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled ‘‘Risk Factors’’.

30





Table of Contents

SUMMARY FINANCIAL DATA

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


  March 31, 2008
  Actual As Adjusted(1)
Balance Sheet Data    
Working capital/(deficiency) $ (55,184 )  $ 211,318,778
Total assets $ 598,974 $ 219,018,778
Total liabilities $ 580,196 $ 7,700,000
Value of common stock that may be converted for cash (approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full)) $ $ 87,559,990
Shareholders’ equity $ 18,778 $ 123,758,788
(1) The ‘‘as adjusted’’ information gives effect to the sale of the units in this offering and the sponsor warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such transactions.

Adjusted working capital and adjusted total assets include the $218,925,000 being held in the trust account. This amount, plus certain interest earned, will be distributed on consummation of our initial business combination in the following order: (i) first, to any public shareholders who exercise their conversion rights in an amount we expect initially to be approximately $9.95 per share (or approximately $9.91 per share if the over-allotment option is exercised in full), (ii) second, to the underwriters in payment of deferred discounts and commissions in the amount of $7,700,000 (or $8,855,000, if the underwriters’ over-allotment option is exercised in full), and (iii) third, to us in the amount remaining in the trust account for use in consummating a business combination, with any excess to be used for general business purposes. All such proceeds will be distributed from the trust account only upon consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, we will liquidate the trust account and the proceeds held in the trust account, including the deferred underwriting discounts and commission and all interest thereon, net of income taxes on such interest and net of interest income (less income taxes on such interest) of the trust account interest, in an amount of up to $3,000,000 earned on the trust account balance, previously released to us to fund working capital requirements, will be distributed on a pro rata basis solely to our public shareholders.

We will not proceed with a business combination if public shareholders owning 40% or more of the shares sold in this offering vote against a proposed extension, if any, and the initial business combination, on a cumulative basis, and exercise their conversion rights. Accordingly, we may effect a business combination if public shareholders owning up to approximately 39.99% of the shares sold in this offering vote against the business combination and exercise their conversion rights, including any shareholders who previously exercised conversion rights in connection with the shareholders vote required to approve the extended period. If this occurred, we would be required to convert to cash up to 8,799,999 shares of common stock, or approximately 39.99% of the aggregate number of shares of common stock sold in this offering, at an initial per-share conversion price of approximately $9.95 (or 10,119,999 shares of common stock at approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full). The actual per-share conversion price will be equal to the aggregate amount then on deposit in the trust account, before payment of deferred underwriting discounts and commissions and including accrued interest net of income taxes on such interest, after distribution of interest income on the trust account balance to us as described above, as of the date of the special meeting or annual meeting of shareholders called for the purpose of approving the extended period, or two business days prior to the proposed consummation of the business combination, as the case may be, divided by the number of shares of common stock sold in this offering. We intend to structure and consummate any potential business combination in a manner such that public shareholders holding up to approximately 39.99% of the shares of common stock sold in this offering voting against the extended period or our initial business combination on a cumulative basis could cause us to convert their common stock for a pro rata share of the aggregate amount then on deposit in the trust account and the business combination could still be consummated.

31





RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially 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 material risks described below. We believe that the risks discussed below represent all of the material risks we face.

Risks associated with our business

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 objectives.

We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objectives, which is to acquire one or more assets or operating businesses in the marine transportation and logistics industries. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the consummation of a business combination. We cannot assure you as to when, or if, a business combination will occur.

Since we are a foreign private issuer, we are not subject to certain SEC regulations that companies incorporated in the United States would be subject to.

We are a ‘‘foreign private issuer’’ within the meaning of the rules promulgated under the Securities Exchange Act. As such, we are exempt from certain provisions applicable to United States public companies including:

  The sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;
  Provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and
  The sections of the Securities Exchange Act requiring our insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any ‘‘short swing’’ trading transactions (i.e., a purchase and sale, or a sale and purchase, of the issuer’s equity securities within less than six months).

Because of these exemptions, our shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States. In particular, because we are exempt from the rules under the Securities Exchange Act relating to proxy statements, at the time we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.

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 a target business that has not been identified, 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 $5,000,000 upon the successful completion of this offering and will file a Report of

32





Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission upon completion 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 including Rule 419 under the Securities Act. Accordingly, investors will not be afforded the benefits or protections of those rules, which include (1) entitlement to all the interest earned on the funds deposited in the trust account, (2) the requirement to complete a business combination within 18 months after the effective date of the registration statement (and the resulting shorter time frame that funds may be held in the trust account as compared to the up to 24 or 36 months for our offering), (3) the restriction on the release and use of interest earned on the funds held in the trust account, (4) the prohibition against trading our securities prior to the consummation of a business combination, and (5) the ability of warrant holders to exercise their warrants prior to the consummation of the business combination. Because we are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw a certain amount of interest earned on the funds held in the trust account prior to the completion of a business combination, we have a longer period of time to consummate a business combination and potentially hold the proceeds of the offering in the trust account and our warrant holders may not exercise their warrants until after our initial business combination.

Unlike many other blank check offerings, we allow up to approximately 39.99% of our public shareholders to exercise their conversion rights. 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.

When we seek shareholder approval of the extended period, if any, and our initial business combination, we will offer each public shareholder the right to have their shares of common stock converted to cash if the shareholder votes against the extended period or business combination, as the case may be, and such proposal is approved and, in the case of the business combination, it is also consummated. We will consummate the initial business combination only if the following two conditions are met: (i) a majority of the shares of common stock voted by the public shareholders are voted in favor of the business combination and (ii) public shareholders owning 40% or more, of the shares sold in this offering do not vote against an extended period, if any, or the business combination and exercise their conversion rights, provided that a public shareholder, together with any affiliate of theirs or any other person with whom they are acting in concert or as a partnership, syndicate or other ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act) for the purpose of acquiring, holding or disposing of our securities will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. We have set the conversion percentage at 40% and limited the percentage of shares that a public shareholder, together with any of their affiliates or other persons with whom they are acting in concert or as a partnership, syndicate or other group for the purpose of acquiring, holding or disposing of our securities can convert in order to reduce the likelihood that a small group of investors holding a block of our stock will be able to stop us from having an extended period or consummating an initial business combination that is otherwise approved by a large majority of our public shareholders. However, this may have the effect of making it easier for us to have an extended period or an initial business combination approved over a shareholder dissent. Most other blank check companies have a conversion threshold of between 20% and 30% and do not have a comparable 10% limitation, which makes it more difficult for such companies to consummate their initial business combination. Thus, because we permit a larger number of shareholders to exercise their conversion rights, it will be easier for us to consummate an initial business combination with a target business despite significant shareholder dissent and which 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.

Unlike many other blank check offerings, we allow up to approximately 39.99% of our public shareholders to exercise their conversion rights. The ability of a larger number of our shareholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

When we seek shareholder approval of a business combination, we will offer each public shareholder (other than our initial shareholders) the right to have their shares of common stock

33





converted to cash if the shareholder votes against the business combination and the business combination is approved and consummated. Such holder must both vote against such business combination and then exercise their conversion rights to receive a pro rata share of the trust account. We have set the conversion percentage at 40% in order to reduce the likelihood that a small group of investors holding a block of our stock will be able to stop us from consummating a business combination that is otherwise approved by a large majority of our public shareholders. However, this may have the effect of making it easier for us to have a business combination approved over shareholder dissent than other blank check companies. While there are some offerings similar to ours that include conversion provisions of 40%, a 30% threshold is more common for offerings similar to ours. Because we permit a larger number of shareholders to exercise their conversion rights, it may be easier to us to obtain shareholder approval of an initial business combination than other blank check companies.

If our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many shareholders may exercise such conversion rights, we may need either to reserve part of the trust account for possible payment upon such conversion, or to arrange third party financing to help fund our initial business combination in case a larger percentage of shareholders exercise their conversion rights than we expect. In the event that the acquisition 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.

We intend to require public shareholders 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 intend to require public shareholders who wish to convert their shares to physically tender their stock certificates to our transfer agent prior to the shareholder meeting or to deliver their shares to the transfer agent electronically using DTC’s DWAC system. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain physical stock 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 it takes longer than we anticipate to obtain a physical stock certificate, public shareholders who wish to tender their stock certificates physically may be unable to obtain physical stock certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.

Public shareholders, together with any of their affiliates or any other person with whom they are acting in concert or as a ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), will be restricted from seeking conversion rights for more than 10% of the shares sold in this offering.

When we seek shareholder approval of any business combination or the extended period, we will offer each public shareholder (but not our initial shareholders) the right to have their shares of common stock converted to cash if the shareholder votes against the business combination and the business combination is approved and completed. Notwithstanding the foregoing, a public shareholder, together with any of their affiliates or any other person with whom they are acting in concert or as a ‘‘group’’ will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Accordingly, if you purchase more than 10% of the shares sold in this offering, vote all of your shares against a proposed business combination or the extended period and such proposed business combination or the extended period, as applicable, 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.

34





If we are unable to consummate a business combination, our public shareholders will be forced to wait the full 24 months (or up to 36 months if the extended period is approved) before receiving liquidating distributions.

We have 24 months (or up to 36 months if the extended period is approved) 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. Only after the expiration of this full time period will public shareholders be entitled to liquidating distributions if we are unable to consummate a business combination. Accordingly, investors’ funds may be unavailable to them until such date.

Unlike other blank check companies, we are permitted, pursuant to our amended and restated articles of incorporation, to seek to extend the date before which we must consummate an initial business combination to up to 36 months. As a result, your funds may be held in the trust account for at least three years.

Unlike some other blank check companies, if we have entered into a letter of intent, agreement in principle or definitive agreement within 24 months following the completion of this offering, we may seek to extend the date before which we must consummate our initial business combination, to avoid being required to liquidate, beyond the more typical 24 months to up to 36 months by calling a special meeting of our shareholders for the purpose of soliciting their approval for such extended period. We believe that an extension could be necessary due to the circumstances involved in the evaluation and consummation of a business combination. Without the option of extending our corporate existence to up to 36 months, if we enter into such agreement near the end of the initial 18 month period, we would have only six months in which to secure the approval of our shareholders and consummate the business combination. If the extended period is approved by our shareholders as described in this prospectus, we will have an additional 12 months in which to consummate our initial business combination. As a result, we would be able to hold your funds in the trust account for more than three years and thus delay the receipt by you of your funds from the trust account.

If third parties bring claims against us, the funds held in the trust account could be reduced and the amount receivable by our public shareholders from the trust account as part of our plan of dissolution and liquidation may be less than approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full).

Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all significant vendors and service providers and all prospective target businesses waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, they would not be prevented from bringing 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. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over the claims of our public shareholders and due to claims of such creditors, the per share liquidation price could be less than the approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full). If we are unable to consummate a business combination and are forced to liquidate, Navios Holdings has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, except (i) as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account, to the extent such waiver is subsequently found to be invalid or unenforceable, (ii) as to any engagement of, or agreement with, a third party that does not execute a waiver and Navios Holdings has not consented to such engagement or contract with such third party, and (iii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities under the Securities Act. Additionally, in the case of a vendor, service provider or prospective target business that did not execute a waiver, Navios Holdings will be liable, to the extent it consents to the transaction, only to the extent necessary to

35





ensure that public shareholders receive no less than approximately $9.95 per share (or approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) upon liquidation. Based on our review of the financial statements of Navios Holdings in its most recent Form 20-F, we believe that Navios Holdings will have sufficient funds to meet any indemnification obligations that arise. However, because Navios Holdings’ circumstances may change in the future, we cannot assure investors that Navios Holdings will be able to satisfy such indemnification obligations if and when they arise. We will endeavor to have all vendors and prospective target businesses, as well as other entities, execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. If Navios Holdings refused to satisfy its indemnification obligations, we would be required to bring a claim against it to enforce our indemnification rights.

Additionally, 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 shareholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be able to return to our public shareholders the liquidation amounts due them. An involuntary bankruptcy proceeding cannot be filed in the United States since the trust funds will not be maintained within the United States. Because we have no assets in the United States and are organized in the Marshall Islands, any bankruptcy claim would have to be initiated elsewhere. The Marshall Islands has no bankruptcy act. It does have a little-used device pursuant to which, at the request of a judgment creditor, a court can appoint a receiver either to run or wind up the affairs of a corporation. A court can also appoint a trustee if the corporation files for dissolution to wind up the affairs. Finally, it would be possible for a Marshall Islands court to apply the law of any jurisdiction with laws similar to that of the Marshall Islands, such as those of the United States.

Because a majority of our directors and all of our officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States, it may be difficult for investors to enforce their legal rights against such individuals or such assets.

A majority of our directors and our officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities of, or criminal penalties against, our directors and officers under the U.S. federal securities laws.

We will dissolve and liquidate if we do not consummate a business combination, and our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them. Such liability could extend indefinitely because we do not intend to comply with the liquidation procedures set forth in Section 106 of the Marshall Islands Business Corporations Act.

Our amended and restated articles of incorporation provides that we will continue in existence only until 24 months from the completion of this offering (or up to 36 months if the extended period is approved). If we have not consummated a business combination by such date, and amended this provision in connection thereto, pursuant to the Marshall Islands Business Corporations Act, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Marshall Islands law, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we complied with the procedures set forth in Section 106 of the Business Corporations Act, which are intended to ensure that we make reasonable provision for all claims against us, including a six-month notice period during which any third-party claims can be brought against us before any liquidating distributions are made to shareholders, any liability of a shareholder with respect to a liquidating distribution is limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholder would be barred after the period set forth in such notice. However, it is our intention to make liquidating distributions to our shareholders as soon as

36





reasonably possible after dissolution and we do not intend to comply with the six-month notice period (which would result in our executive officers being liable for claims for which we did not provide). As such, to the extent our executive officers cannot cover such liabilities, our shareholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our shareholders will likely extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.

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 shareholders 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 shareholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public shareholders promptly after         , 2010 (or         , 2011 if the extended period is approved), this may be viewed or interpreted as giving preference to our public shareholders 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 their fiduciary duties to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors and/or complying with certain provisions of the Marshall Islands Business Corporations Act with respect to our dissolution and liquidation. We cannot assure you that claims will not be brought against us for these reasons.

We may choose to redeem our outstanding warrants included in the units sold in this offering at a time that is disadvantageous to our warrant holders.

We may redeem the warrants issued as a part of our units sold in this offering 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, 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, provided, however, a current registration statement under the Securities Act relating to the shares of our common stock underlying the warrants is then effective. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price therefore at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then-current market price when they might otherwise wish to hold the warrants, or (iii) to accept the nominal redemption price that, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants. We may not redeem any warrant if it is not exercisable.

Although we are required to use our best efforts to have an effective registration statement covering the issuance of the shares underlying the warrants when our warrant holders exercise their warrants, we cannot guarantee that a registration statement will be effective when a holder seeks to exercise a warrant. In such a case, our warrant holders may not be able to exercise our warrants, rendering them practically 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 underlying the warrants is then effective and (ii) such shares 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 and intend to use our best efforts to maintain a current registration statement covering the shares underlying the warrants following completion of this offering to the extent required by federal securities laws, we cannot assure that we will be able to do so, as there may be material developments regarding our business that would require updating the prospectus in order to make it current. The timing of such updating supplement to the prospectus or amendment to the registration statement may be outside of our control. If we are not able to maintain a current registration statement, holders will be unable to exercise their warrants and we will not be required to net-cash settle any such warrant exercise. Further, if the prospectus relating to the common stock

37





issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless and unredeemed, as described in the risk factor above. Holders of warrants who reside in jurisdictions in which the shares underlying the warrant 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 the event the warrants expire worthless or we choose to redeem the warrants at a time when the holders of such warrants are unable to exercise the warrants, the purchasers of units will have effectively paid the full purchase price of the units solely for the common stock underlying such units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to qualify the underlying securities for sale under all applicable state securities laws.

Because the warrants included in the sponsor units and the sponsor warrants were originally issued pursuant to an exemption from registration requirements under the federal securities laws, the holder of such warrants will be able to exercise its warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such warrants is not current. As a result, the holder of the warrants included in the sponsor units and the sponsor warrants will not have any restrictions with respect to the exercise of its warrants. As described above, the holders of the warrants purchased in this offering will not be able to exercise them unless we have a current registration statement covering the shares issuable upon their exercise.

If we are required to dissolve and liquidate before a business combination, our public shareholders may receive less than approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) upon distribution of the funds held in the trust account and our warrants will expire with no value.

If we are unable to consummate a business combination and are required to dissolve and liquidate our assets, the per-share liquidation amount may be less than approximately $9.95 (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) because of the expenses related to this offering, our general and administrative expenses, and the anticipated cost associated with seeking a business combination. Furthermore, the warrants will expire with no value if we dissolve and liquidate before the consummation of a business combination.

Under Marshall Islands law, the requirements and restrictions relating to this offering contained in our amended and restated articles of incorporation may be amended, which could reduce or eliminate the protection afforded to our shareholders by such requirements and restrictions.

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

  upon completion of this offering, $218,925,000 (or $250,770,000 if the over-allotment option is exercised in full), of the proceeds from the offering and the private placement will be placed into the trust account, which proceeds may not be disbursed from the trust account except (1) for payments with respect to shares of common stock converted in connection with the vote to approve the extended period, (2) in connection with a business combination, (3) upon our dissolution and liquidation, (4) for the payment of our tax obligations, or (5) to the extent of $3,000,000 of interest (net of taxes) that may be released to us;
  prior to the consummation of our initial business combination, we will submit such business combination to our shareholders for approval;
  we may consummate our initial business combination only if it is approved by a majority of the shares of common stock voted by the public shareholders and public shareholders owning less than 40% of the shares sold in this offering both vote against the business combination and, on a cumulative basis with any shares previously converted in connection with a vote, if any, on the extended period, exercise their conversion rights;

38





  if our initial business combination is approved and consummated or the extended period is approved, public shareholders who voted against the business combination or the extended period may exercise their conversion rights and receive their pro rata share of the amount then in the trust account;
  our initial business combination must have a fair market value equal to at least 80% of net assets held in the trust account (excluding the deferred underwriting discounts and commissions) at the time of the initial business combination;
  if a business combination is not consummated within 24 months (or up to 36 months if extended pursuant to a shareholder vote as described in this prospectus) after the completion of this offering, our corporate purposes and powers will immediately thereupon be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities;
  upon our dissolution, we will distribute to our public shareholders their pro rata share of the trust account in accordance with the trust agreement and the requirements of Marshall Islands law, including our obligations to provide for claims of creditors; and
  we may not consummate any other merger, acquisition, asset purchase or similar transaction prior to our initial business combination.

Under Marshall Islands law, the requirements and restrictions relating to this offering contained in our articles of incorporation may be amended, which could reduce or eliminate the protection afforded to our shareholders by such requirements and restrictions. However, we view the foregoing provisions as obligations to our shareholders and we will not take any action to waive or amend any of these provisions.

Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination during the prescribed time period.

We expect to encounter competition from other entities having a business objective similar to ours, including private equity and venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources 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 acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Further:

  our obligation to seek shareholder approval of a business combination may materially delay the consummation of a transaction;
  our obligation to convert into cash the shares of common stock in certain instances may materially reduce the resources available for a business combination; and
  our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Any of these obligations may place us at a material competitive disadvantage in successfully negotiating a business combination.

Based on publicly available information, since August 2003, approximately 157 similarly structured blank check companies have completed initial public offerings. Of these companies, only 51 companies have consummated a business combination, while 23 other companies have announced that they have entered into definitive agreements or letters of intent with respect to potential business combinations, but have not yet consummated such business combinations. Additionally, 17 of these companies have announced that they will dissolve and distribute their assets to shareholders. Accordingly, there are approximately 66 blank check companies with more than $12 billion in trust,

39





and more than 88 other blank check companies that have publicly filed registration statements with offering amounts in excess of $15 billion and will be seeking to enter into a business combination after completing their initial public offerings. Of such companies, 3 have stated that their primary focus is on consummating a business combination in the shipping industry. In addition to these already existing blank check companies, there are a large number of operating companies, private equity firms and other investors competing to pursue acquisitions in the marine transportation and logistics industries. Because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time period. Further, because only 74 of such companies have either consummated a business combination or entered into a definitive agreement for a business combination, it may indicate that there are fewer attractive target businesses available to such entities or that many privately-held target businesses are not inclined to enter into these types of transactions with publicly held blank check companies like ours. Because of these factors, we may not be able to successfully compete for an attractive business combination, or to effectuate any business combination within the required time periods. If we do not find a suitable target business within such time periods, we will be forced to dissolve and liquidate the trust account as part of our plan of dissolution and liquidation.

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

Our amended and restated articles of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option), there will be 37,400,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares 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 commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional shares of our common stock or preferred stock, or a combination of common and preferred stock, to consummate a business combination. In addition, we may issue co-investment shares as described in this prospectus. 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 investors in this offering;
  will likely 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 most likely also result in the resignation or removal of our present officers and directors; and
  may materially adversely affect prevailing market prices for our common stock.

Additionally, the marine transportation and logistics industries are capital intensive, traditionally using substantial amounts of indebtedness to finance vessel acquisitions, capital expenditures and working capital needs. If we finance the purchase of any target business through the issuance of debt securities, it 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 security 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 security was payable on demand; and
  our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

40





The value of your investment in us may decline if any of these events occur.

For a more complete discussion of the possible structure of a business combination, see the section below entitled ‘‘Effecting a business combination — Selection of a target business and structuring of a business combination.’’

Our initial shareholders control a substantial interest in us and, thus, may influence certain actions requiring shareholder vote.

Upon completion of our offering, our initial shareholders will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants), which could permit them to influence the outcome of effectively all matters requiring approval by our shareholders at such time, including the election of directors and approval of significant corporate transactions, following the consummation of our initial business combination. In addition, prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act pursuant to which she or it will place limit orders for up to an aggregate of $30 million of our common stock during the buyback period. Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. As a result, Ms. Frangou may be able to influence the outcome of the vote on our business combination or a proposed extension. In addition, any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate immediately prior to the consummation of our business combination.

Further, our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of shareholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office at least until the consummation of the business combination. If there is an annual meeting, as a consequence of our ‘‘staggered’’ board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome of such election. Accordingly, Ms. Frangou and our initial shareholders will continue to exert control at least until the consummation of a business combination.

The purchase by Angeliki Frangou or her affiliate of common stock in the aftermarket pursuant to the limit orders described above may support the market price of the common stock and/or warrants during the buyback period, and accordingly, the termination of the support provided by such purchases may materially and adversely affect the market price of the common stock and/or warrants.

Prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., in accordance with Rule 10b5-1 under the Exchange Act, pursuant to which she or it will place limit orders to purchase any of our shares of common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. If the market does not view our initial business combination positively, these purchases may have the effect of counteracting the market’s view of our initial business combination, which would otherwise be reflected by a decline in the market price of our securities. The termination of the support provided by these purchases during the buyback period may materially and adversely affect the market price of our securities.

We will be dependent upon interest earned on the trust account, which may not be sufficient to fund our search for a target business and consummation of a business combination, in which case we may be forced to borrow funds from Navios Holdings or others, or to liquidate.

Of the net proceeds of this offering and the private placement, only approximately $75,000, after estimated expenses related to this offering, is estimated to be available to us initially outside the trust

41





account to fund our working capital requirements. We will be dependent upon sufficient interest being earned on the proceeds held in the trust account to provide us with the additional working capital we will need to search for a target business and consummate a business combination. While we are entitled to up to a maximum of $3,000,000 for such purpose, if interest rates were to decline substantially, we may not have sufficient funds available to provide us with the working capital necessary to consummate a business combination. In such event, we would need to borrow funds from Navios Holdings or others, or be forced to liquidate.

Our ability to effect a business combination successfully and to operate successfully thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate.

Our ability to effect a business combination successfully and to operate successfully thereafter will be dependent upon the efforts of our key personnel. The future role of our key personnel following a business combination, however, cannot be fully ascertained presently. Although we expect Angeliki Frangou, our Chairman and Chief Executive Officer, to remain associated with us following a business combination, it is possible that Ms. Frangou will not remain with the combined company after the consummation of a business combination. Thus, we may employ other personnel following the business combination. While we intend to scrutinize closely any additional 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, as well as United States securities laws, which could cause us to have to expend time and resources helping them become familiar with such laws. This could be expensive and time consuming, and could lead to various regulatory issues that hinder our operations.

Our officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. These conflicts could impair our ability to consummate a business combination.

Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. We do not intend to have any full time employees prior to the consummation of a business combination. All of our executive officers are engaged in several other business endeavors, including Ms. Frangou in her roles as Chairman and Chief Executive Officer of Navios Holdings and Navios Partners, and are not obligated to contribute any specific number of hours per week to our affairs. Ms. Frangou and Mr. Petrone are each anticipated to devote approximately five to ten percent of their time per week to our business, which could increase significantly during periods of negotiation for business opportunities. However, if our executive officers’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could impair our ability to consummate a business combination. For a complete discussion of the potential conflicts of interest that you should be aware of with respect to Navios Holdings and Angeliki Frangou, see the section below entitled ‘‘Management — Conflicts of Interest.’’ We cannot assure you that these conflicts will be resolved in our favor.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with us, Navios Holdings, or our executive officers or directors, which may raise potential conflicts of interest.

In light of our executive officers’ and directors’ involvement with Navios Holdings, we may decide to acquire a target business affiliated with us, Navios Holdings, or our executive officers or directors. Our executive officers and directors are not currently aware of any specific opportunities for us to consummate a business combination with any entities with which they or Navios Holdings are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in ‘‘Proposed Business — Effecting a business combination – Selection of a target business and structuring of a business combination’’ and such transaction was approved by a majority of our disinterested directors. Despite our agreement to

42





obtain an opinion from an independent investment banking firm regarding the fairness to our shareholders from a financial point of view of a business combination with a target business affiliated with us, Navios Holdings or our executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Our officers, directors and their affiliates currently are, and may in the future become, affiliated with entities engaged in business activities that are similar to those intended to be conducted by us, including Navios Holdings, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

All of our officers and directors currently are, and may in the future become, affiliated with additional entities, including other shipping entities, such as Navios Holdings in the case of Ms. Frangou and Mr. Petrone, and Navios Partners in the case of Ms. Frangou, that are engaged in business activities similar to those intended to be conducted by us. In addition, each of the independent members of our board of directors is affiliated with an organization that provides services to shipping companies. Due to these existing affiliations, they may have fiduciary obligations to present potential business opportunities to those entities prior to presenting them to us, which could cause additional conflicts of interest. We will have the ability to acquire a target business that is in competition with and operates in the same business as Navios Holdings or Navios Partners, subject to our right of first refusal agreement with such entities. In such case, there may be additional conflicts of interest between Navios Holdings, Navios Partners and us, including direct head to head competition for chartering and additional vessel acquisition opportunities, and otherwise. For a complete discussion of our management’s business affiliations and the potential conflicts of interest that you should be aware of, see the section below entitled ‘‘Management — Conflicts of Interest.’’ We cannot assure you that these conflicts will be resolved in our favor or that a potential target business would not be presented to another entity prior to its presentation to us.

Our initial shareholders beneficially own shares of our common stock that will not participate in liquidating distributions and therefore our executive officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

Our initial shareholders have waived their right to receive distributions upon our liquidation if we fail to consummate a business combination, with respect to the shares of common stock included in the sponsor units they own. The shares of common stock and warrants included in the sponsor units and the sponsor warrants owned by our initial shareholders will be worthless if we do not consummate a business combination. Angeliki Frangou, our Chairman and Chief Executive Officer, has a 21.9% beneficial interest in Navios Holdings and is also its Chairman and Chief Executive Officer. Accordingly, the financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business and timely consummating a business combination. Consequently, the discretion of those executive 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 shareholders’ best interest.

Our directors’ and officers’ interests in obtaining reimbursement for any out-of-pocket expenses incurred by them, as well as the potential for entering into consulting agreements with the post-combination business, may lead to a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public shareholders’ best interest.

Our directors and officers 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 fund and the amount of interest income from the trust account, net of income taxes on such interest, of up to a maximum of $3,000,000, unless the business combination is consummated. These amounts are based on management’s estimates of the funds needed to fund our operations for the next 24 months and consummate a business combination. Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment in connection with a business combination or pay exclusivity or similar fees or if we expend a significant portion in pursuit

43





of an acquisition that is not consummated. In addition, it is possible that members of management may enter into consulting agreements with the post-combination business as part of the business combination. The financial interest of our directors and officers could influence their motivation in selecting a target business or negotiating with a target business in connection with a proposed business combination and thus, there may be a conflict of interest when determining whether a particular business combination is in the shareholders’ best interest.

Each of our independent directors will be entitled to receive $50,000 compensation annually upon the successful consummation of a business combination and, therefore, they may be faced with a conflict of interest when determining whether a particular target business is appropriate for a business combination and in the public shareholders’ best interest.

Each of our independent directors will be entitled to receive $50,000 in cash per year for their board service, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination. The financial interest of our directors could negatively affect their independence and influence their motivation in selecting a target business and thus, they may be faced with a conflict of interest when determining whether a particular business combination is in our shareholders’ best interest. If conflicts arise, they may not necessarily be resolved in our favor.

Our Chairman and other directors may continue to serve on our board of directors following the consummation of a business combination and may be paid fees for such services. Thus, such financial interest may influence their motivation and they may be faced with a conflict of interest when determining whether a particular business combination is in our shareholders’ best interest.

Because it is possible that our Chairman and one or more of our directors may continue to serve on our board of directors after the consummation of our initial business combination, and such individuals may be paid fees for their services, the financial interest of such individuals may influence their motivation when determining whether a particular business combination is in our shareholders’ best interest and securing payment of such fees. Thus, they may be faced with a conflict of interest when determining whether a particular business combination is in our shareholders’ best interest. If conflicts arise, they may not necessarily be resolved in our favor.

Since our initial shareholders, including Navios Holdings, will lose their entire investment in us if a business combination is not consummated and Navios Holdings may be required to pay costs associated with our liquidation, our initial shareholders may purchase shares of our common stock from shareholders who would otherwise choose to vote against a proposed business combination or exercise their conversion rights in connection with such business combination.

Our initial shareholders own sponsor units (which were purchased for $25,000 and would have an aggregate approximate value of $63,250,000 based on our offering price of $10.00 per unit), which will be worthless if we do not consummate a business combination. The actual per unit value of the sponsor units would be less than $10.00, because unlike the shares of our common stock held by our public shareholders, the sponsor units are restricted and may not be transferred until 180 days after the consummation of our initial business combination. In addition, our sponsor agreed to purchase sponsor warrants exercisable for our common stock (for $7,600,000), which will also be worthless if we do not consummate a business combination. We believe the current equity value for the sponsor units is significantly lower than the $10.00 per unit offering price because the offering may not succeed and even if it does succeed, the holder of these units will not be able to sell or transfer them while such units remain in escrow, except in certain limited circumstances (such as transfers to entities controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes) and these units are not entitled to any proceeds in case we liquidate if we do not consummate a business combination. In addition, in the event we are forced to liquidate, Navios Holdings has agreed to advance us the entire amount of the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses.

Given the interest that Navios Holdings has in a business combination being consummated, it is possible that it (and/or our officers and directors) will acquire securities from public shareholders who

44





have elected to redeem their shares of our common stock in order to change their vote and insure that the business combination will be approved (which could result in a business combination being approved even if, after the announcement of the business combination, 40% or more of our public shareholders would have elected their conversion rights, or a majority of the shares of common stock voted by the public shareholders would have voted against the business combination, but for the purchases made by Navios Holdings (and/or our officers and directors)).

It is probable that our initial business combination will be with a single target business, which may cause us to be solely dependent on a single business and to provide only a limited number of services, thereby preventing us from diversifying our operations, spreading risks or offsetting losses.

Our initial business combination must be with a target business with a collective fair market value of at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of such business combination. Consequently, it is probable that, unless the purchase price consists substantially of our equity, we will have the ability to consummate only the initial business combination with the proceeds of this offering. 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 services.

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to consummate several business combinations in different industries or different areas of a single industry. Further, the prospects for our success may be entirely dependent upon the future performance of the initial target business that we acquire.

While it is possible that we may attempt to effect our initial business combination with more than one target business simultaneously, such simultaneous acquisition entails certain risks that may require us to limit our acquisition to one target business.

We may not be able to acquire more than one target business because of various factors, including possible complex accounting issues, which would include generating pro forma financial statements reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which could include attempting to coordinate the timing of negotiations, proxy statement disclosure and closings with multiple target businesses. In addition, we would also be exposed to the risk that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied, bringing the fair market value of the initial business combination below the required fair market value of 80% of our net assets threshold. Accordingly, while it is possible that we may attempt to effect our initial business combination with more than one target business, we are more likely to choose a single target business if deciding between one target business meeting such 80% threshold and comparable multiple target business candidates collectively meeting the 80% threshold.

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.

As we have not yet 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 or the depletion of the available net proceeds not held in the trust account (including interest earned on the trust account released to us) in search of a target business, or because we become obligated to convert into cash a significant number of shares from dissenting shareholders, we will be required to seek additional financing. We have not taken any action with respect to additional financing, nor can we assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business

45





combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could impair the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after a business combination.

As we seek to successfully consummate an initial business combination and to develop our business, we will need to improve our operations and financial systems, staff, and crew; if we cannot improve these systems or recruit suitable employees, we may not effectively control our operations.

Our initial operating and financial systems may not be adequate as we implement our plan to consummate an initial business combination and to develop our business, and our attempts to improve these systems may be ineffective. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our operations, we may be unable to effectively control and manage the substantially larger operation.

Although it is impossible to predict what errors might occur as the result of inadequate controls, it is the case that it is harder to oversee a sizable operation than a small one and, accordingly, more likely that errors will occur as operations grow and that additional management infrastructure and systems will be required to attempt to avoid such errors.

If we were to acquire vessels or a business with agreements to purchase individual vessels, we may be subject to risks resulting from being a start-up maritime transportation and logistics business.

If we were to acquire vessels or a business with agreements to purchase individual vessels, we may be subject to risks resulting from being a start-up maritime transportation and logistics business. Such risks could potentially include the dependence on third parties for the commercial and technical management of the vessels, including crewing, maintenance and repair, supply provisioning, freight invoicing and chartering. We may not be able to quickly develop the infrastructure and hire the seafarers and shore-side administrative and management personnel necessary to manage and operate our business effectively if we acquire vessels instead of an operating business. In addition, we might have to begin our operations without advance bookings of charters, which could lead such vessels initially to have a higher than industry standard number of idle days until such time as we establish business relations.

Management services relating to a target business’s vessels may be performed by Navios Holdings, which could result in potential conflicts of interest.

If we consummate a business combination that involves the acquisition of vessels, we may engage the services of Navios Holdings to provide technical and management services relating to the operation of such vessels. Navios Holdings may receive fees and commissions on gross revenue received by us in respect of each vessel managed, a commission on the gross sale or purchase price of vessels that we purchase or sell, and a commission on all insurance placed. In light of the foregoing, there may be a conflict of interest in selecting between our interests and those of Navios Holdings.

Risks associated with the marine transportation and logistics industries

If charter rates fluctuate and the shipping industry continues to undergo cyclical turns, it may reduce our profitability and operations.

The marine transportation and logistics industries have been cyclical in varying degrees, with the shipping business experiencing fluctuations in charter rates, profitability and, consequently, vessel values. Significant contraction in demand for imported commodities such as iron ore or coal, as a result of economic downturns or changes in government policies in certain regional markets, could depress vessel freight rates, as well as the general demand for vessels. A decline in demand for, and level of consumption of, refined petroleum products could cause demand for tank vessel capacity and charter rates to decline. We anticipate that future demand for any carriers we may acquire and the related charter rates will be dependent upon continued demand for imported commodities, economic

46





growth in the emerging markets, including the Asia Pacific region, India, Brazil and Russia and the rest of the world, seasonal and regional changes in demand, and changes to the capacity of the world fleet. The capacity of the world fleet seems likely to increase, and there can be no assurance that economic growth will continue. Adverse economic, political, social or other developments could decrease demand and growth in the shipping industry and thereby reduce revenue significantly. A decline in demand for commodities transported in maritime carriers or an increase in supply of vessels could cause a significant decline in charter rates, which could materially adversely affect our results of operations and financial condition. The demand for vessels, in general, has been influenced by, among other factors:

  global and regional economic conditions;
  developments in international trade;
  changes in seaborne and other transportation patterns, such as port congestion and canal closures;
  weather and crop yields;
  armed conflicts and terrorist activities;
  political developments; and
  embargoes and strikes.

The supply of shipping capacity is also a function of the delivery of new vessels and the number of older vessels scrapped, in lay-up, converted to other uses, reactivated or removed from active service. Supply may also be affected by maritime transportation and other types of governmental regulation, including that of international authorities. These and other factors may cause a decrease in the demand for the services we may ultimately provide or the value of the vessels we may own and operate, thereby limiting our ability to operate successfully any prospective target business with which we may ultimately consummate a business combination.

The marine transportation and logistics industries are subject to seasonal fluctuations in demand and, therefore, may cause volatility in our operating results.

The marine transportation and logistics industries have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility in our operating results. The tanker and drybulk carrier markets are typically stronger in the fall and winter months in anticipation of increased consumption of oil, coal and other raw materials in the northern hemisphere. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, revenues are typically weaker during the fiscal quarters ended June 30 and September 30, and, conversely, typically stronger in fiscal quarters ended December 31 and March 31. Our operating results, therefore, may be subject to seasonal fluctuations.

If we were to acquire vessels or a business with agreements to purchase individual vessels, it is highly unlikely that proxy materials provided to our shareholders would include historical financial statements and, accordingly, investors will not have historical financial statements on which to rely in making their decision whether to vote for the acquisition.

If we were to acquire vessels or a business with agreements to purchase individual vessels, it is highly unlikely that the proxy statement we would send to shareholders would, unless otherwise required by applicable law and regulations, contain historical financial statements with respect to the operation of vessels. Although we would provide such historical financial statements if required by applicable law or regulations, such historical financial statements are not often required. Instead, the proxy statement we would send to our shareholders would include, among other matters: (i) historical and prevailing market rates for vessels on the basis of type, age and proposed employment; (ii) our expectations of future market trends and proposed strategy for employment of the vessels; (iii) our anticipated operational (overhead) expenses; and (iv) the valuation of the vessels as assets generally (i.e., whether they are new buildings or second-hand and the type of vessel), all of which, in turn,

47





depend on the sector of the marine transportation and logistics industries in which we consummate such a business combination. Thus, you would not necessarily be able to rely on historical financial statements when deciding whether to approve a business combination involving the acquisition of vessels or a business with agreements to purchase individual vessels.

If we experienced a catastrophic loss and our insurance is not adequate to cover such loss, it could lower our profitability and be detrimental to operations.

The ownership and operation of vessels in international trade is affected by a number of risks, including mechanical failure, personal injury, vessel and cargo loss or damage, business interruption due to political conditions in foreign countries, hostilities, labor strikes, adverse weather conditions and catastrophic marine disaster, including environmental accidents and collisions. All of these risks could result in liability, loss of revenues, increased costs and loss of reputation. We intend to maintain insurance, consistent with industry standards, against these risks on any vessels and other business assets we may acquire upon consummation of a business combination. However, we cannot assure you that we will be able to insure against all risks adequately, that any particular claim will be paid out of our insurance, or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future. Our insurers will also require us to pay certain deductible amounts, before they will pay claims, and insurance policies may contain limitations and exclusions, which, although we believe will be standard for the shipping industry, may nevertheless increase our costs and lower our profitability. Additionally, any increase in environmental and other regulations may also result in increased costs for, or the lack of availability of, insurance against the risks of environmental damage, pollution and other claims for damages that may be asserted against us. A catastrophic oil spill or marine disaster could exceed our insurance coverage. Our inability to obtain insurance sufficient to cover potential claims or the failure of insurers to pay any significant claims, could lower our profitability and be detrimental to our operations.

We are subject to various laws, regulations and conventions, including environmental laws that could require significant expenditures both to maintain compliance with such laws and to pay for any uninsured environmental liabilities resulting from a spill or other environmental disaster.

The maritime transportation and logistics business and vessel operation are materially affected by government regulation in the form of international conventions, national, state, and local laws, and regulations in force in the jurisdictions in which vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws, and regulations, or the impact thereof on the fair market price or useful life of any vessels we may acquire or charter. Changes in governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customer requirements or competition, may require us to make capital and other expenditures. In order to satisfy any such requirements we may be required to take any vessels we may acquire or charter out of service for extended periods of time, with corresponding losses of revenues. In the future, market conditions may not justify these expenditures or enable us to operate any vessels we may acquire or charter profitably, particularly older vessels, during the remainder of their economic lives. This could lead to significant asset write-downs. Additional conventions, laws, and regulations may be adopted which could limit our ability to do business or increase our cost of doing business, which may materially adversely affect our operations, as well as the shipping industry generally. For example, various jurisdictions are considering legislation imposing more stringent requirements on air emissions, including emissions of greenhouse gases, and ballast water discharges from vessels. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, and certificates with respect to our operations.

The operation of vessels is also affected by the requirements set forth in the International Safety Management, or ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive ‘‘Safety Management System’’ that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe vessel operation and describing procedures for dealing with emergencies. The failure of a shipowner or bareboat charterer

48





to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. However, there can be no assurance that such certification will be maintained indefinitely.

For all vessels, international liability for oil pollution is governed by the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention. In 2001, the International Maritime Organization, or IMO, adopted the Bunker Convention, which imposes strict liability on shipowners for pollution damage in contracting states caused by discharges of bunker oil from vessels. The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance to cover their liability for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims 1976, as amended, or the 1976 Convention). The Bunker Convention will become effective November 21, 2008. In the meantime, liability for such bunker oil pollution typically is determined by the national or other domestic laws in the jurisdiction where the spillage occurs.

In the United States, the Oil Pollution Act of 1990, or the OPA, establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills, including bunker oil spills from drybulk vessels as well as cargo or bunker oil spills from tankers. The OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone. Under the OPA, vessel owners, operators and bareboat charterers are ‘‘responsible parties’’ and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or substantial threats of discharges, of oil from their vessels. In addition to potential liability under OPA as the relevant federal legislation, vessel owners may in some instances incur liability on an even more stringent basis under state law in the particular state where the spillage occurred.

Outside of the United States, other national laws generally provide for the owner to bear strict liability for pollution, subject to a right to limit liability under applicable national or international regimes for limitation of liability. The most widely applicable international regime limiting maritime pollution liability is the 1976 Convention. Rights to limit liability under the 1976 Convention are forfeited where a spill is caused by a shipowner’s intentional or reckless conduct. Certain jurisdictions have ratified the IMO’s Protocol of 1996, which substantially increases the liability limits set forth in the 1976 London Convention. Finally, some jurisdictions are not a party to either the 1976 Convention or the Protocol of 1996, and, therefore, a shipowner’s rights to limit liability for maritime pollution in such jurisdictions may be uncertain.

In 2005, the European Union adopted a directive on ship-source pollution, imposing criminal sanctions for intentional, reckless or seriously negligent pollution discharges by ships. The directive could result in criminal liability being incurred in circumstances where it would not be incurred under international law as set out in the International Convention for the Prevention of Pollution from Ships, or the MARPOL Convention. Criminal liability for an oil pollution incident could not only result in us incurring substantial penalties or fines but may also, in some jurisdictions, facilitate civil liability claims for greater compensation than would otherwise have been payable.

We intend to maintain, for each of vessel we may acquire or charter, insurance coverage against pollution liability risks in appropriate per incident amounts that are consistent with industry standards. The insured risks will likely include penalties and fines as well as civil liabilities and expenses resulting from accidental pollution. However, any such insurance coverage will likely be subject to exclusions, deductibles and other terms and conditions. If any liabilities or expenses fall with an exclusion from coverage, or if damages from a catastrophic incident exceed the agreed amounts of the limitation of coverage per incident, our cash flow, profitability and financial position could be adversely impacted.

49





If we acquire or charter any vessels, we will become subject to vessel security regulations and will incur costs to comply with recently adopted regulations and may be subject to costs to comply with similar regulations which may be adopted in the future in response to terrorism.

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security, or ISPS Code. Among the various requirements are:

  on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel and vessel-to-shore communications;
  on-board installation of ship security alert systems;
  the development of vessel security plans; and
  compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to be aligned with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (ISSC) that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We will implement the various security measures addressed by the MTSA, SOLAS and the ISPS Code and take measures for any vessels we may acquire or charter to attain compliance with all applicable security requirements within the prescribed time periods. Although management does not believe these additional requirements will have a material financial impact on our operations, there can be no assurance that there will not be an interruption in operations to bring vessels into compliance with the applicable requirements and any such interruption could cause a decrease in charter revenues. Furthermore, additional security measures could be required in the future which could have significant financial impact on us.

The operation of ocean-going vessels entails the possibility of marine disasters including damage or destruction of a vessel due to accident, the loss of a vessel due to piracy or terrorism, damage or destruction of cargo and similar events that may cause a loss of revenue from affected vessels and damage our business reputation, which may in turn lead to loss of business.

The operation of ocean-going vessels entails certain inherent risks that may adversely affect our business and reputation, including:

  damage or destruction of vessel due to marine disaster such as a collision;
  the loss of a vessel due to piracy and terrorism;
  cargo and property losses or damage as a result of the foregoing or less drastic causes such as human error, mechanical failure and bad weather;
  environmental accidents as a result of the foregoing; and
  business interruptions and delivery delays caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.

Any of these circumstances or events could substantially increase our costs. For instance, if any vessels we may acquire or charter suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. We may have to pay drydocking costs that insurance does not cover. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, could decrease our revenues and

50





earnings substantially, particularly if a number of vessels are damaged or drydocked at the same time. The involvement of any vessels we may acquire or charter in a disaster or delays in delivery or damages or loss of cargo may harm our reputation as a safe and reliable vessel operator and cause us to lose business. If a business combination involves the ownership of vessels, such vessels could be arrested by maritime claimants, which could result in the interruption of business and decrease revenue and lower profitability.

Crew members, tort claimants, claimants for breach of certain maritime contracts, vessel mortgagees, suppliers of goods and services to a vessel, shippers of cargo and other persons may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, and in many circumstances a maritime lien holder may enforce its lien by ‘‘arresting’’ a vessel through court processes. Additionally, in certain jurisdictions, such as South Africa, under the ‘‘sister ship’’ theory of liability, a claimant may arrest not only the vessel with respect to which the claimant’s lien has arisen, but also any ‘‘associated’’ vessel owned or controlled by the legal or beneficial owner of that vessel. If any vessel ultimately owned and operated by us is ‘‘arrested,’’ this could result in a material loss of revenues, or require us to pay substantial amounts to have the ‘‘arrest’’ lifted.

Governments could requisition vessels of a target business during a period of war or emergency, resulting in a loss of earnings.

A government could requisition a business’s vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although a target business would be entitled to compensation in the event of a requisition of any of its vessels, the amount and timing of payment would be uncertain.

We may become subject to United States federal income taxation on our United States source shipping income, which would reduce our net income and impair our cash flow.

Due to the nature of the marine transportation and logistics industries, we expect to consummate a business combination with a target business outside of the United States, in which case we would seek to qualify under Section 883 of the United States Internal Revenue Code of 1986, as amended (the ‘‘Code’’), for an exemption from U.S. federal income tax on substantially all of our U.S.-source shipping income (if any). Under the Code, 50.0% of the gross shipping income of a vessel owning or chartering corporation that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States is characterized as U.S.-source shipping income. U.S.-source shipping income generally is subject to a 4.0% U.S. federal income tax without allowance for deduction or, if such U.S.-source shipping income is effectively connected with the conduct of a trade or business in the United States, U.S. federal corporate income tax (the highest statutory rate presently is 35.0%) as well as a branch profits tax (presently imposed at a 30.0% rate on effectively connected earnings), unless that corporation qualifies for exemption from tax under Section 883 of the Code. We can give no assurance that we will qualify for the Section 883 exemption. In such case, our net income and cash flow will be reduced by the amount of such tax. The Section 883 exemption generally does not apply to income other than shipping income.

If we acquire a target business that charters vessels on the spot market (i.e., vessels chartered on a voyage basis or for periods of less than 12 months), it may increase our risk of doing business following the business combination.

We may consummate a business combination with a target business that involves the chartering of vessels on a spot charter basis. Spot charters are entered into as either voyage charters or short-term time charters of less than 12 months’ duration. Although dependence on spot charters is not unusual in the shipping industry, the spot charter market is highly competitive and spot charter rates are subject to significant fluctuations based upon available charters and the supply of and demand for seaborne shipping capacity. Although our focus on the spot charter market may enable us to benefit from strengthening industry conditions, should they occur, to do so we may be required to procure

51





spot charter business consistently. We cannot assure you that spot charters will be available at rates that will be sufficient to enable us to operate our business profitably.

In addition, our dependence on the spot charter market may result in lower utilization of our vessels and, consequently, decreased profitability. We cannot assure you that rates in the spot charter market will not decline, that charters in the spot charter market will continue to be available or that our dependence on the spot charter market will not result in generally lower overall utilization or decreased profitability, the occurrence of any of which events could reduce our earnings and cause us to incur losses.

If a target business has or obtains a vessel that is of second-hand or older nature, it could increase our costs and decrease our profitability.

We believe that competition for employment of second-hand vessels may be intense. Additionally, second-hand vessels may carry no warranties from sellers with respect to their condition as compared to warranties from shipyards available for newly-constructed vessels, and may be subject to problems created by the use of their original owners. If we purchase any second-hand vessels, we may incur additional expenditures as a result of these risks, which may reduce our profitability.

While it will be our intention, if we acquire a target business in this area, to sell or retire our vessels before they are considered older vessels, under shipping standards, in the rare case where we continue to own and operate a vessel for a longer period, we could be faced with the additional expenditures necessary to maintain a vessel in good operating condition as the age of a vessel increases. Moreover, port-state authorities in certain jurisdictions may demand that repairs be made to this type of vessel before allowing it to berth at or depart a particular port, even though that vessel may be in class and in compliance with all relevant international maritime conventions. Should any of these types of problems or changes develop, income may be lost if a vessel goes off-hire and additional unforeseen and unbudgeted expenses may be incurred. If we choose to maintain any vessels past the age that we have planned, we cannot assure you that market conditions will justify expenditures with respect to any of the foregoing or enable us to operate these vessels profitably.

An economic slowdown in the Asia Pacific region could reduce demand for shipping services and decrease shipping rates, which would adversely affect our future prospects for a business combination and our results of operations and financial condition.

Currently, China, Japan, other Pacific Asian economies and India are the main driving forces behind the increase in seaborne trades and the demand for maritime transportation and logistics. Demand from such economies has driven increased rates and vessel values. Conversely, a negative change in economic conditions in any Asian Pacific country, but particularly in China or Japan, as well as India, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects, by reducing demand and the resultant charter rates. In particular, in recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. We cannot assure that such growth will be sustained or that the Chinese economy will not experience a material decline from current levels in the future. Our future prospects for business combinations and, upon the consummation of a business combination, our financial condition and results of operations would likely be adversely affected by an economic downturn in any of these countries as such downturn would likely translate into reduced demand for shipping services and lower shipping rates industry wide. As a result, our operating results would be materially affected.

Because international maritime transportation and logistics businesses often generate most or all of their revenues in U.S. dollars but incur a portion of their expenses in other currencies, upon the consummation of an initial business combination, exchange rate fluctuations could cause us to suffer exchange rate losses thereby increasing expenses and reducing income.

Upon the consummation of an initial business combination, it is likely that we will engage in worldwide commerce with a variety of entities. Although our operations may expose us to certain levels of foreign currency risk, our transactions may be predominantly U.S. dollar denominated. Transactions in currencies other than the functional currency are translated at the exchange rate in

52





effect at the date of each transaction. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, decreasing our income. For example, for the year ended December 31, 2007, the value of the US dollar declined by approximately 9.6% as compared to the Euro. A greater percentage of our transactions and expenses in the future may be denominated in currencies other than U.S. dollar. As part of our overall risk management policy, we attempt to hedge these risks in exchange rate fluctuations from time to time. We may not always be successful in such hedging activities and, as a result, our operating results could suffer as a result of un-hedged losses incurred as a result of exchange rate fluctuations.

A failure to pass inspection by classification societies could result in any vessels we may acquire becoming unemployable unless and until they pass inspection, resulting in a loss of revenues from such vessels for that period and a corresponding decrease in operating cash flows.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the United Nations Safety of Life at Sea Convention. A vessel must undergo an annual survey, an intermediate survey and a special survey. In lieu of a Special Survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel. If any vessel we acquire fails any annual survey, intermediate survey, or special survey, the vessel may be unable to trade between ports and, therefore, would be unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until it was able to trade again.

Risks associated with this offering

Our initial shareholders paid $25,000, or approximately $0.004 per unit, for their sponsor units and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering and the private placement constitutes the dilution to you and the other investors in such offerings. The fact that our initial shareholders acquired their initial sponsor units at a nominal price has significantly contributed to this dilution. Assuming the offering is completed, you and the other investors in this offering will incur an immediate and substantial dilution of approximately 33.8%, or $3.38 per share (the difference between the pro forma net tangible book value per share of $6.62, and the initial offering price of $10.00 per unit).

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

In connection with this offering, as part of the units offered pursuant to this prospectus, we will be issuing warrants to purchase an aggregate of 22,000,000 shares of common stock (or 25,300,000 shares of common stock if the over-allotment option is exercised in full). In addition, our initial shareholders own 6,325,000 warrants included in the sponsor units and Navios Holdings will purchase 7,600,000 sponsor warrants. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business, as such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to consummate the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could be detrimental to the market price for our securities or to our ability to obtain future public financing. If, and to the extent, these warrants are exercised, you may experience dilution to your holdings.

53





If our initial shareholders exercise their registration rights, it may lower the market price of our common stock, and the existence of these rights may make it more difficult to effect a business combination.

Our initial shareholders are entitled to demand that we register the resale of the securities underlying the 6,325,000 sponsor units they acquired prior to this offering at any time after the date on which their units are released from escrow, which, except in limited circumstances, will occur upon the expiration of 180 days after a business combination is consummated. Furthermore, Navios Holdings is entitled to demand the registration of the securities underlying the sponsor warrants and the underlying 7,600,000 shares of common stock at any time after the consummation of a business combination. In addition, the purchaser of shares of common stock pursuant to the limit orders is entitled to demand that we register the resale of any shares purchased pursuant to such limit orders. If our initial shareholders exercise their registration rights with respect to all of their shares of common stock and warrants, then there will be a substantial amount of additional securities eligible for trading in the public market. The presence of these additional securities eligible for trading in the public market may lower 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 the target business, as the shareholders of the target business may be discouraged from entering into a business combination with us or request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

Our determination of the offering price of our units and of the aggregate amount of proceeds we are raising in this offering was more arbitrary than typically would be the case if we were an operating company rather than an acquisition vehicle.

Prior to this offering, we had no operating history and there was no public market for any of our securities. The public offering price of the units, the terms of the warrants, the aggregate proceeds we are raising, and the amount to be placed in a trust account were the products of a negotiation between the underwriters and us. The factors that were considered in making these determinations included:

  the history and prospects of companies whose principal business is the acquisition of other companies;
  prior offerings of those companies;
  our prospects for acquiring an operating business in the marine transportation and logistics industries;
  our capital structure;
  an assessment by our management team of the marine transportation and logistics industries and our management team’s experience in identifying acquisition targets and structuring acquisitions;
  general conditions of the securities markets at the time of the offering;
  the likely competition for acquisition targets; and
  the likely number of potential targets.

We expect that an initial public offering of $220,000,000 will enable us to effect an initial business combination for consideration in the general range of $176,000,000 to over $750,000,000, depending on whether any of the consideration is comprised of stock and our ability to finance the business combination with debt financing. Although we have not identified any target business for our initial business combination, we believe that the most likely candidates will be private businesses or operating businesses with a valuation in that range. We believe that businesses that can be purchased for this amount are most likely to be able to operate on a merged basis with us as a stand-alone publicly traded reporting company and to provide us with a large enough platform, in terms of assets and other resources. Although these factors were considered, the determination of our per unit offering price and aggregate proceeds was more arbitrary than typically would be the case if we were an operating company, as is our management’s estimate of the amount needed to fund our operations for the next 24 months since we have no operating history or financial results. In addition, because we have not identified any target businesses, our management’s assessment of the financial requirements

54





necessary to consummate a business combination may prove to be inaccurate, in which case we may not have sufficient funds to consummate a business combination and we will be forced to either find additional financing or dissolve and liquidate.

There is currently no market for our securities, and a market for our securities may not develop, which could reduce the liquidity and, hence, the prices of our securities.

There is no market for our securities. Therefore, shareholders should be aware that they cannot benefit from information about prior market history as to their decisions to invest, which means they are at further risk if they invest. In addition, the price of the securities, after the offering, can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

The holders of the warrants included in the sponsor units and the sponsor warrants may exercise their warrants even if holders of the warrants purchased in this offering may not be able to exercise their warrants.

Because the warrants included in the sponsor units and the sponsor warrants we will sell to Navios Holdings will be issued pursuant to an exemption from the registration requirements under the federal securities laws, the holders of such warrants will be able to exercise their warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such sponsor warrants is not current. The holders of the warrants purchased in this offering will not be able to exercise them unless we have an effective registration statement and a current prospectus covering the shares issuable upon their exercise. As a result, the exercise of the warrants included in the sponsor units and the sponsor warrants would have a dilutive effect on the warrants purchased in this offering and could cause the price of our common stock to drop below the exercise price of the warrants and cause the trading price of the warrants to decline or render the warrants worthless.

The New York Stock Exchange may delist 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 New York Stock Exchange, a national securities exchange, upon completion of this offering. We cannot assure you that our securities will be listed and, if listed, will continue to be listed on the New York Stock Exchange in the future, prior to a business combination.

If the New York Stock Exchange delists 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 will 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 limited amount of news and analyst coverage for our company;
  reduced liquidity with respect to our securities; and
  a decreased ability to issue additional securities or obtain additional financing in the future.

U.S. tax authorities could treat us as a ‘‘passive foreign investment company,’’ which could have adverse U.S. federal income tax consequences to U.S. holders.

If we are determined to be a passive foreign investment company, or a PFIC, U.S. holders (as defined in the section of this prospectus captioned ‘‘Taxation — United States Federal Income Tax Considerations — U.S. Federal Income Tax Consequences for Holders of Our Shares and Warrants — Tax Consequences If We Are a Passive Foreign Investment Company’’) could be subject to adverse U.S. federal income tax consequences. Specifically, if we are determined to be a PFIC for any taxable year, each U.S. holder may be subject to increased tax liabilities and additional reporting requirements. The determination of whether we are a PFIC will be made on an annual basis and will

55





depend on the composition of our income and assets. In general, we will be classified as a PFIC for any taxable year in which either (1) at least 75% of our gross income is passive income or (2) at least 50% of the value (determined on the basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. For purposes of these tests, ‘‘passive income’’ generally includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. If we would otherwise be a PFIC in our ‘‘start-up year’’ (defined as the first taxable year we earn gross income), we will not be treated as a PFIC in that taxable year, provided that (i) no predecessor corporation was a PFIC, (ii) it is established to the United States Internal Revenue Service’s satisfaction that we will not be a PFIC in either of the two succeeding taxable years, and (iii) we are not, in fact, a PFIC for either succeeding taxable year. There can be no assurance that we will be able to make the showing required by the United States Internal Revenue Service to satisfy the start-up year exception. We will attempt to conduct our affairs in a manner so that we will not qualify as a PFIC, but we cannot assure you that we will not be treated as a PFIC for U.S. federal income tax purposes as this will depend upon, among other things, the timing of our initial business combination. We urge prospective investors to consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the PFIC rules and our status as a PFIC, see the section of this prospectus captioned ‘‘Taxation — United States Federal Income Tax Considerations — U.S. Federal Income Tax Consequences for Holders of Our Shares and Warrants — Tax Consequences If We Are a Passive Foreign Investment Company.’’

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.

If we are deemed to be an investment company under the U.S. Investment Company Act of 1940 (the ‘‘Investment Company Act’’), our activities may be restricted, including:

  restrictions on the nature of our investments;
  restrictions on the issuance of securities; and
  restrictions that may make it difficult for us to consummate a business combination.

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

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

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested by the trust agent in Treasury Bills issued by the United States with maturity dates 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 investment of the proceeds to these instruments, we intend to avoid being 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. The trust account and the purchase of government securities 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, our dissolution and return of the funds held in this trust account to our public shareholders as part of our plan of dissolution and liquidation. Notwithstanding our belief that we are not required to comply with the requirements of the Investment Company Act, in the event that the shareholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time, we may be considered to be an investment company and thus

56





required to comply with the Investment Company Act. If we were deemed to be subject to that act, compliance with these additional regulatory burdens would require additional expense for which we have not budgeted.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may cause our public shareholders to have more difficulty in protecting their interests.

Our corporate affairs are governed by our amended and restated articles of incorporation and by-laws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. For more information with respect to how shareholder rights under Marshall Islands law compares with shareholder rights under Delaware law, please see the section entitled ‘‘Marshall Islands Company Considerations.’’

Because we may acquire a target business located outside of the United States, we may be subject to various risks of the foreign jurisdiction in which we ultimately operate.

If we acquire a target business that has sales or operations outside the United States, we could be exposed to risks that negatively impact our future sales or profitability following a business combination, especially if the acquired target business is in a developing country or a country that is not fully market-oriented. If we were to acquire a target business that operates in such a country, our operations might not develop in the same way or at the same rate as might be expected in the United States or another country with an economy similar to the market-oriented economies of member countries that are members of the Organization for Economic Cooperation and Development.

57





Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus that are not purely historical may be 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 a combination with one or more target businesses;
  success in retaining or recruiting, or changes required in, our officers, key employees or directors following a business combination;
  executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving a business combination, as a result of which they would then receive expense reimbursements and their shares of common stock would become eligible for later release from escrow;
  potential inability to obtain additional financing to consummate a business combination;
  limited pool of prospective target businesses;
  potential conflicts of interest of our officers and directors;
  current and potential future affiliations of our officers and directors with competing businesses;
  securities’ ownership being concentrated;
  potential change in control if we acquire one or more target businesses for stock;
  risks associated with operating in the marine transportation and logistics industries;
  public securities’ limited liquidity and trading, as well as the current lack of a trading market;
  delisting of our securities from the New York Stock Exchange or an inability to have our securities listed on the New York Stock Exchange following a business combination; or
  use of proceeds not held in the trust account or available to us from interest income, net of income taxes, on the trust account balance, and 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 and/ or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

58





Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds of this offering and the sale of the sponsor warrants will be as set forth in the following table:


Gross Proceeds Without
Over-Allotment
Option Exercised
With
Over-Allotment
Option Exercised
Offering $ 220,000,000 $ 253,000,000
Private placement proceeds 7,600,000 7,600,000
Total Gross Proceeds $ 227,600,000 $ 260,600,000
Offering expenses(1)(2)    
Underwriting discount (7% of gross proceeds, of which 3.5% is payable upon completion of this offering and 3.5% is payable upon consummation of our initial business combination) $ 15,400,000 $ 17,710,000
Legal fees and expenses 450,000 450,000
Printing and engraving expenses 75,000 75,000
Accounting fees and expenses 60,000 60,000
SEC registration fee 9,943 9,943
FINRA filing fee 25,800 25,800
New York Stock Exchange listing fee 181,500 181,500
Miscellaneous expenses 97,757 97,757
Total offering expenses $ 16,300,000 $ 18,610,000
Proceeds after offering expenses $ 211,300,000 $ 241,990,000
Net offering proceeds held in trust $ 211,225,000 $ 241,915,000
Deferred underwriting discounts and commissions held in trust(3) 7,700,000 8,855,000
Total held in trust $ 218,925,000 $ 250,770,000
Net offering proceeds not held in the trust account $ 75,000 $ 75,000
Working capital-funded from net proceeds not held in trust and interest earned on monies held in the trust account released to us(4)    
Due diligence of prospective target businesses, including fees for market research or consultants used to perform due diligence, if any, and reimbursement of out-of-pocket due diligence expenses incurred by our management team   $ 1,000,000
Legal, accounting and other non-due diligence expenses, including structuring and negotiating a business combination   $ 800,000
Payment for office space, administrative and support services to Navios Holdings ($10,000 per month for up to 24 months)(5)   $ 240,000
Legal and accounting fees relating to SEC reporting obligations   $ 100,000
Working capital to cover miscellaneous expenses (potentially including deposits or down payments), director and officer liability insurance premiums, consulting fees and reserves, costs and expenses associated with our liquidation, and other miscellaneous expenses not yet identified(6)   $ 935,000
Total   $ 3,075,000
(1) A portion of the offering expenses, including the SEC registration fee, FINRA filing fee, New York Stock Exchange application fee and legal and accounting fees, have been paid from a $500,000 loan we received from Navios Holdings.
(2) These are estimates only. Our actual expenses for some or all of these items may differ from the estimates set forth herein.
(3) Represents 3.5% of the gross proceeds from the sale of the 22,000,000 units in this offering ($7,700,000) and 3.5% of the gross proceeds from the sale of the 3,300,000 units subject to the underwriters’ over-allotment option (an additional

59





Table of Contents
$1,155,000 for a total of $8,855,000) that will be deposited into the trust account and paid to the underwriters only upon consummation of a business combination and then only with respect to those units as to which the component shares have not been converted. If a business combination is not consummated and we are liquidated, such amounts will be distributed among our public shareholders. In addition, in the event of a business combination, the amount of deferred underwriting compensation payable to the underwriters will be paid from the funds held in the trust account.
(4) 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.
(5) Assumes our shareholders have not approved the extended period, as described in this prospectus. If our shareholders approve the extended period, we could incur up to $360,000 ($10,000 per month for up to up to 36 months) for the administrative fee payable to Navios Holdings.
(6) The miscellaneous fees and expenses may include, without limitation, finder’s fees, consulting fees or other similar compensation, potential deposits, down payments or funding of a ‘‘no-shop’’ provision with respect to a particular business combination), trustee’s fees, annual transfer fees, and dissolution obligations and reserves, if any. The miscellaneous fees and expenses do not, however, include the $50,000 per year fee payable to each of our independent directors, as such fees are payable only after we have consummated our initial business combination. If we consummate our initial business combination two years from the date of this prospectus, an aggregate fee of $150,000 will be payable to our independent directors.

Proceeds of $218,925,000 (or $250,770,000 if the underwriters’ over-allotment option is fully exercised) from the offering, including the private placement of 7,600,000 of our sponsor warrants to purchase common stock ($7,600,000 in the aggregate), will be placed in a trust account maintained by Continental Stock Transfer & Trust Company as trustee. The amount of proceeds from this offering also includes $7,700,000 (or $8,855,000, if the underwriters’ over-allotment option is fully exercised) of deferred underwriting discounts and commissions payable to the underwriter in the offering. Our agreement with the trustee requires that the trustee will invest and reinvest the proceeds in the trust account only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting the conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Except with respect to interest income that may be released to us of (i) up to $3,000,000 to fund working capital requirements and (ii) any additional amounts needed to pay our income and other tax obligations, the proceeds will not be released from the trust account until the earlier of the consummation of our initial business combination or a liquidation, or for payments with respect to shares of common stock converted in connection with the vote to approve a business combination or an extended period. The proceeds held in the trust account may be used as consideration to pay sellers of a target business with which we consummate our initial business combination. Any amounts not paid as consideration to the sellers of the target business (excluding taxes and amounts permitted to be disbursed for expenses as well as the amount held in the trust account representing deferred underwriting discounts and commissions), may be used to finance operations of the target business.

We intend to use net proceeds not held in the trust account and up to $3,000,000 of the interest income earned on the trust account (net of taxes payable) for payment of expenses related to office space and administrative services ($240,000) and legal and accounting fees associated with SEC reporting obligations ($100,000), legal, accounting and other non-due diligence expenses, including structuring and negotiating a business combination ($800,000) with the balance of $935,000 being held in reserve for director and officer liability insurance premiums and other expenses of structuring and negotiating business combinations. We have also reserved approximately $1,000,000 for reimbursement of expenses incurred in connection with conducting due diligence reviews of prospective target businesses. We expect that due diligence of prospective target businesses will be performed by some or all of our officers and directors and may include engaging market research and valuation firms, as well as other third party consultants. None of our officers or directors will receive any compensation for their due diligence efforts, other than reimbursement of any out-of-pocket expenses they may incur on our behalf while performing due diligence of prospective target businesses. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account and interest income, net of income taxes, of up to $3,000,000 that may be released to us from the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination. In addition, we may opt to make a down payment or pay exclusivity or similar fees in connection with structuring and negotiating a business combination. We have not reserved any

60





Table of Contents

specific amounts for such payments or fees, which may have the effect of reducing the available proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf. To the extent the size of the offering is increased or decreased, the amount of interest we may withdraw from the trust account could change proportionately.

Navios Holdings has loaned us a total of $500,000 for the payment of offering expenses. This loan will be payable on the earlier of March 31, 2009 or the completion of this offering. This loan will be repaid out of the proceeds used to pay the offering expenses.

The net proceeds of this offering that are not held in the trust account and not immediately required for the purposes set forth above will be invested only in United States ‘‘government securities,’’ defined as any Treasury Bills issued by the United States having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act so that we are not deemed to be an investment company under the Investment Company Act. Notwithstanding our belief that we are not required to comply with the requirements of such act, in the event that the shareholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time, we may be considered to be an investment company and, thus, required to comply with such act.

According to the Federal Reserve Statistical Release, referencing historical interest rate data that appears on the Federal Reserve website, U.S. Treasury Bills with four-week, three-month and six-month maturities were yielding, in secondary markets as of June 6, 2008, 1.72%, 1.81% and 1.95%, respectively. While we cannot assure you the balance of the trust account will be invested to yield these rates, we believe such rates are representative of those we may receive on the balance of the trust account. Interest income, net of income taxes payable on such interest, of up to $3,000,000 on the trust account balance is releasable to us from the trust account to fund a portion of our working capital requirements. Following completion of this offering, we believe the funds available to us outside of the trust account, together with interest income, net of income taxes on such interest, of up to $3,000,000 on the balance of the trust account to be released to us for working capital requirements, will be sufficient to allow us to operate for at least the next 36 months, assuming a business combination is not consummated during that time.

No compensation of any kind, including finder’s and consulting fees, will be paid to any of our directors, officers or any of their affiliates, other than the payment of $10,000 per month to Navios Holdings in connection with the general and administrative services arrangement for services rendered to us prior to or in connection with the business combination. However, our directors, officers and Navios Holdings will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as participating in the offering process, identifying target businesses and performing due diligence on suitable business combinations. In addition, our independent directors will be entitled to receive $50,000 in cash per year, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination. Since the role of management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business.

A public shareholder will be entitled to receive funds from the trust account (including interest earned there on, net of taxes and amounts permitted to be disbursed for working capital purposes) only upon (i) liquidation of the trust account as part of our liquidation on our failure to consummate a business combination, (ii) if such public shareholder converts their shares of common stock into cash in connection with a business combination that the public shareholder voted against and which we actually consummate, or (iii) in connection with the extended period that the public shareholder voted against and that is approved. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account.

61





Table of Contents

Upon consummation of any business combination, the underwriters will be entitled to receive deferred underwriting discounts and commissions held in the trust account excluding any accrued interest thereon. If we are unable to consummate a business combination and the trustee is forced to liquidate the trust account, the underwriters have agreed that the proceeds attributable to deferred underwriting discounts and commissions will be distributed on a pro-rata basis among the public shareholders along with any accrued interest thereon.

DIVIDEND POLICY

We have not paid any dividends on our common stock to date and will not pay cash dividends before the consummation of a business combination. After we consummate any business combination the payment of dividends will depend on our revenue and earnings, if any, capital requirements and general financial condition. The payment of dividends after a business combination will be within the discretion of our then-board of directors.

62





Table of Contents

CAPITALIZATION

The following table sets forth our capitalization at March 31, 2008, and as adjusted to give effect to the sale of our units in this offering and the sponsor warrants and the application of the estimated net proceeds derived from the sale of such securities:


  March 31, 2008
  Actual As Adjusted
  (restated)  
Note payable to affiliate $ 500,000 $
Underwriters’ fee payable $ $ 7,700,000
Common stock, $0.0001 par value, 0 shares and 8,799,999 shares which are subject to possible conversion, shares at conversion value(1) $ 87,559,990
Stockholders’ Equity:    
Preferred stock, $0.0001 par value, 1,000,000 shares of preferred stock authorized; none issued or outstanding, actual and as adjusted
Common stock, $0.0001 par value, 100,000,000 shares authorized; 6,325,000 shares issued and outstanding(2); 27,500,001 shares issued and outstanding (excluding 8,799,999 shares subject to possible conversion), as adjusted 633 1,870 (4) 
Additional paid-in-capital(3) 24,367 123,763,140
Deficit accumulated during the development stage (6,222 )  (6,222 ) 
Total shareholders’ equity 18,778 123,758,788
Total capitalization 518,778 219,018,778
(1) If the extended period is approved or we consummate our initial business combination, the conversion rights afforded to our public shareholders, other than our initial shareholders, may result in the conversion into cash of up to approximately 39.99% of the aggregate number of shares sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially, approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full), of which $0.35 is attributable to each share of common stock that our public shareholders elect to convert in connection with our initial business combination), before payment of deferred underwriting discounts and commissions subject to forfeiture and including accrued interest and net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income (net of income taxes) previously released to us for working capital requirements, as of two business days prior to the proposed consummation of a business combination or vote on the extended period of our initial business combination, divided by the number of shares sold in this offering.
(2) Of these shares, 825,000 held by Navios Holdings are subject to forfeiture if and to the extent the over-allotment option is not fully exercised by the underwriters. In addition, the shares issued also reflect a forfeiture of 2,300,000 shares as at June 16, 2008.
(3) The as adjusted column includes proceeds of $7,600,000 payable simultaneously with the completion of this offering from the purchase of the sponsor warrants.
(4) Assumes that the underwriters’ over-allotment option is not fully exercised and that 825,000 shares of common stock included in the sponsor units held by Navios Holdings have therefore been forfeited.

63





Table of Contents

DILUTION

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering and the private placement constitutes the dilution to investors in this offering. Holders of our common stock will experience additional dilution upon the exercise of our outstanding 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 common stock which may be redeemed for cash), by the number of outstanding shares of our common stock.

At March 31, 2008, our net tangible book value was a deficiency of $55,184 or approximately $(0.01) per share of common stock. After giving effect to the sale of 22,000,000 shares of common stock included in the units to be sold in this offering and the deduction of underwriting discounts and commissions and estimated expenses of this offering and the private placement, our pro forma net tangible book value (as decreased by the value of 8,799,999 shares of common stock which may be converted to cash) at March 31, 2008 would have been approximately $123,758,788, or $6.62 per share, representing an immediate increase in net tangible book value of $6.63 per share to the initial shareholders and an immediate dilution of $3.38 per share, or approximately 33.8%, to new investors not exercising their conversion rights.

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


Public offering price   $ 10.00
Net tangible book value before this offering(1) $ (0.01 )   
Increase attributable to new investors from this offering $ 6.63  
Pro forma net tangible book value after this offering   $ 6.62
Dilution to new investors   $ 3.38
(1) Based on 6,325,000 shares.

Our pro forma net tangible book value after this offering is approximately $87,559,990 less than it otherwise would have been because, if we effect a business combination, the conversion rights of our public shareholders, other than our initial shareholders, may result in the conversion into cash of up to approximately 39.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially, approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full)), before payment of deferred underwriting discounts and commissions and including accrued interest and net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income (net of income taxes) previously released to us for working capital requirements, as of two business days prior to the consummation of the proposed business combination, divided by the number of shares sold in this offering.

The following table sets forth information with respect to our initial shareholders prior to and after the private placement and the new investors:


  Shares Purchased Consideration Average Price
Per Share
  Number Percentage Amount Percentage
Initial shareholders 5,500,000 (1)  20.0 %  $ 25,000 0.01 %  $ 0.0045
New investors 22,000,000 80.0 %  $ 220,000,000 99.99 %  $ 10.000
Total 27,500,000 100.0 %  $ 220,025,000 100.00 %   
(1) Assumes the over-allotment option has not been exercised and an aggregate of 825,000 sponsor units held by Navios Holdings have been forfeited.

64





Table of Contents

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


Numerator:  
Net tangible book value before this offering and private placement $ (55,184 ) 
Net proceeds from this offering and the sale of sponsor warrants $ 219,000,000
Offering costs incurred in advance and excluded from net tangible book value
before this offering
$ 73,962
Less: Deferred underwriting discounts and commissions $ (7,700,000 ) 
Less: Proceeds from this offering and sale of sponsor warrants held in trust subject to conversion to cash (8,799,999 x $9.95) $ (87,559,990 ) 
  $ 123,758,788
Denominator:  
Shares of common stock outstanding prior to this offering(1) 5,500,000
Shares of common stock included in the units offered 22,000,000
Less: Shares subject to conversion (22,000,000 × 39.99%) (8,799,999 ) 
  18,700,001
(1) Assumes the over-allotment option has not been fully exercised and an aggregate of 825,000 shares of common stock held by Navios Holdings have been forfeited as a result thereof.

65





Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

We were formed on March 14, 2008 as a blank check company for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector. We do not have any specific merger, capital stock exchange, asset acquisition, stock purchase or other business combination transaction under consideration and neither we nor any representative acting on our behalf have had any contacts or discussions with any target business with respect to such a transaction. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, to effect a business combination.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through this offering and the private placement that will occur simultaneously with the completion of this offering. Following this offering, we will not generate any operating revenues until after consummation of a business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. Immediately after the offering, we will begin paying monthly fees of $10,000 per month to Navios Holdings, and 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 completion of the private placement and this offering.

Liquidity and Capital Resources

Our liquidity needs have been satisfied to date through receipt of $25,000 in unit subscriptions from our initial shareholders and a loan of $500,000 from our sponsor, both of which are fully described below.

We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $900,000 and underwriting discounts and commissions of approximately $15,400,000 (or $17,710,000, if the underwriters’ over-allotment option is exercised in full), and (ii) the sale of the sponsor warrants for a purchase price of $7,600,000, will be approximately $211,300,000 (or $241,990,000, if the underwriters’ over-allotment option is exercised in full). Of this amount, $211,225,000 (or $241,915,000, if the underwriters’ over-allotment option is exercised in full), will be held in the trust account. The remaining $75,000 will not be held in the trust account. An additional amount equal to 3.5% of the gross proceeds of this offering, or $7,700,000 ($8,855,000, if the underwriters’ over-allotment option is exercised in full), also will be held in the trust account and used to pay the underwriters a deferred underwriting discount and commission (or paid to public shareholders who elect to convert their common stock in connection with our initial business combination or the extended period, as applicable) upon the consummation of our initial business combination, and will not be available for our use to acquire a target business. We expect that most of the proceeds held in the trust account will be used to pay the sellers of a target business with which we ultimately consummate a business combination. We will use substantially all of the net proceeds of this offering not held in the trust account to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

We believe that, upon completion of this offering and the private placement, the funds available to us outside of the trust account, together with interest income, net of income taxes on such interest, of up to $3,000,000 on the balance of the trust account that may be released to us for working capital

66





Table of Contents

requirements, will be sufficient to allow us to operate for at least the next 24 months (or up to 36 months if extended pursuant to a shareholder vote as described in this prospectus), assuming that a business combination is not consummated during that time. Over this time period, we anticipate making the following expenditures:

  approximately $800,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiation of a business combination;
  approximately $1,000,000 of expenses for the due diligence and investigation of a target business;
  approximately $100,000 of expenses in legal and accounting fees relating to our Securities and Exchange Commission reporting obligations;
  approximately $240,000 ($10,000 per month for 24 months, which amount may increase to up to $360,000, or $10,000 per month for up to 36 months, if extended pursuant to a shareholder vote as described in this prospectus) of expenses in fees relating to our office space and certain general and administrative services; and
  approximately $935,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately $300,000 for director and officer liability insurance premiums, finder’s fees, consulting fees or other similar compensation, potential deposits, down payments or funding of a ‘‘no-shop’’ provision with respect to a particular business combination.

We do not believe we will need additional financing following this offering to meet the expenditures required for operating our business prior to our initial business combination. However, we are relying on the trust account interest, in an amount of up to $3,000,000, earned on the trust account balance to fund such expenditures and to the extent that the interest earned is below our expectation, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we will need to obtain additional financing to the extent such financing is required to consummate our initial business combination or the extended period, as the case may be, or because we become obligated to convert into cash a significant number of shares from dissenting shareholders, in which case we may issue additional securities or incur debt in connection with such business combination. Following a business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Related Party Transactions

Prior to the consummation of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination and (2) 60 days after the 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 shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule

67





Table of Contents

10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances. Ms. Frangou or her affiliate will agree that she or it will not sell or transfer any shares of common stock purchased by she or it pursuant to the limit order agreement until 180 days after the date of the consummation of our initial business combination.

Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. Our sponsor, executive officers and directors will participate in any liquidation distributions with respect to any shares of common stock purchased by them in this offering or in the aftermarket, including shares purchased pursuant to such limit orders, in the event we fail to consummate an initial business combination. Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These co-investment shares to be purchased by Ms. Frangou or her affiliate will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.

Navios Holdings has agreed to purchase 7,600,000 sponsor warrants from us at a price of $1.00 per warrant ($7,600,000 in the aggregate) in a private placement that will occur simultaneously with the completion of this offering. Angeliki Frangou, our Chief Executive Officer and Chairman of our board of directors, owns 21.9% of Navios Holdings. The proceeds from the private placement will be added to the proceeds of this offering and placed in a trust account maintained by Continental Stock Transfer and Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public shareholders and the sponsor warrants will expire worthless.

The sponsor warrants are identical to the warrants included in the units sold in this offering, except that: (i) the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination; (ii) the sponsor warrants may be exercised on a cashless basis; (iii) the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees, and (iv) none of the sponsor warrants to be purchased by Navios Holdings will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.

In addition, commencing on the date following consummation of a business combination, the sponsor units, the shares of common stock and warrants underlying the sponsor units, the sponsor warrants and the shares of common stock underlying the sponsor warrants, the co-investment shares and any shares of common stock purchased pursuant to the limit orders are entitled to registration rights pursuant to the registration rights agreement to be entered into on or before the date of this prospectus in connection with the private placement.

Navios Holdings has loaned to us a total of $500,000 for the payment of offering expenses. This loan, will be payable on the earlier of March 31, 2009 or the completion of this offering. This loan will be repaid out of the proceeds used to pay the offering expenses.

Controls and Procedures

We do not currently, and are not required to, maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act of 2002. We may be required to comply with the

68





Table of Contents

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 that we will assess the internal controls of our target business preceding the consummation of a business combination and will then implement a schedule for implementation and testing of such additional controls as we may determine are required 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 its internal controls. Many small and mid-sized target businesses we consider for a business combination may have internal controls that need significant improvement in areas such as:

  staffing for financial, accounting and external reporting areas, including segregation of duties;
  reconciliation of accounts;
  proper recordation of expenses and liabilities in the period to which they relate;
  proof of internal review and approval of accounting items;
  documentation of key accounting assumptions, estimates and/or conclusions; 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 financial reporting. Once our management’s report on internal controls is complete, we will retain our independent auditors to assess management’s report on internal controls and to render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. Additional matters concerning a target business’s internal controls may be identified in the future when the assessment and testing is performed.

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 promulgated 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.

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

As of March 31, 2008, 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 have conducted no operations to date.

69





Table of Contents

PROPOSED BUSINESS

General

We are a blank check company organized under the laws of the Republic of the Marshall Islands on March 14, 2008 by Navios Holdings. We were formed to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector.

Business Strategy

We will seek to capitalize on the substantial investing and operating expertise of our management team. Our executive officers and directors have extensive experience in the international marine transportation and logistics industries. We intend to leverage this experience in connection with our efforts to identify prospective target businesses.

We intend to focus primarily on a target business in the marine transportation and logistics industries outside of the drybulk shipping sector including without limitation, tankers, liquefied natural gas, liquefied petroleum gas, containers and logistics sectors. We may acquire assets directly or indirectly through the purchase of businesses. We may also acquire service businesses, including companies that provide technical or commercial management or other services to one or more segments of the marine transportation and logistics industries.

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

  Fundamentally strong business.    We will seek to acquire a business that operates within a sector that has strong fundamentals, looking at factors such as growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry. We will seek to acquire a fundamentally strong business that may have been mismanaged or undermanaged. For example, we will focus on businesses that have demonstrable advantages when compared to their competitors, which may help to protect profitability or deliver strong free cash flow under multiple market conditions.
  Potential for increased profitability or strong free cash flow generation.    We will seek to acquire a business that has the potential to improve profitability significantly either through improvement to the balance sheet, improvement to operations, or via adding new management. We may also seek to acquire a business that has the potential to generate strong and stable free cash flow. We will focus on businesses that have known working capital and capital expenditure requirements. We may also seek to leverage this cash flow prudently to enhance shareholder value.
  Reduced expenses.    We will search for a business with the potential to reduce operating expenses through, among other things, improved technical or commercial management, increased efficiencies from improved operations or asset mix, or via adoption of next generation technology.
  Expansion opportunities.    We will search for a business with opportunities to expand its businesses into related areas by, among other things, making strategic acquisitions in new businesses or adopting innovative marketing practices, repositioning itself to attract new customers, and optimizing global expansion opportunities.

Competitive Strengths

We believe that we have the following competitive strengths:

Operating expertise

Our management team has over 50 years of experience owning, operating and growing successful businesses within the marine transportation and logistics industries. This experience includes all

70





Table of Contents

aspects of the business, including commercial and technical management, operations, engineering and finance. The management team’s experience also includes identifying acquisition targets and realizing value from assets and businesses in different business cycles and sectors within the marine transportation and logistics industries.

We expect to leverage the significant operating expertise of our management team to identify, acquire and operate a business whose operations or balance sheet can be fundamentally improved and where there are opportunities for increased profitability. In addition, we believe that the experience of our management team may provide us with opportunities to recruit highly qualified executives.

While Navios Holdings does not have any contractual obligation to assist us in identifying a target business and completing a business combination, we may have access to certain resources of Navios Holdings, such as financial and accounting personnel, that may assist us in the process of evaluating potential acquisition targets. Due to the substantial investment in us by Navios Holdings, we would anticipate that such resources would be made available to us even though Navios Holdings is not obligated to provide such resources.

Brand Name

Navios Holdings’ business was established by the United States Steel Corporation in 1954, and we believe that it has built strong brand equity through over 50 years of working with raw materials producers, exporters, and industrial end-users. Navios Holdings’ long-standing presence in Asia has resulted in our management holding privileged relationships with many of the largest trading houses in Japan. We believe that the Navios brand name will provide us with a competitive advantage both in developing access to a target business and in operating any business ultimately acquired.

Track record

Another distinguishing feature that we believe provides a competitive advantage is the proven ability of our management to acquire and grow businesses. Angeliki Frangou, our Chairman and Chief Executive Officer, was also the Chairman and Chief Executive Officer of International Shipping Enterprises, Inc., or ISE, a blank check company that raised $196.65 million in December of 2004. In August of 2005, ISE acquired Navios Holdings for $607.5 million. Today, Navios Holdings is a global and vertically integrated seaborne shipping company focused on the transport and transshipment of drybulk commodities and is listed on the New York Stock Exchange under the symbol ‘‘NM’’, with a market capitalization of $1.03 billion as of June 16, 2008. We believe many target businesses will view the consummation of that business combination (and the fact that the securities of ISE have appreciated markedly since then) as a positive factor in considering whether to enter into a business combination with us.

Unique platform for deal generation

Navios Holdings is one of the world’s largest independent drybulk operators that uses industry specific expertise to generate and administer investment opportunities. We believe our relationship with Navios Holdings and its affiliates provides us with numerous benefits that are key to our long-term growth and success, including Navios Holdings’ expertise in commercial management, reputation within the shipping industry and network of strong relationships with many of the world’s drybulk raw material producers, agricultural traders and exporters, industrial end-users, shipyards, and shipping companies. This expertise and these relationships provide a unique platform for deal generation and allow access to a number of proprietary opportunities that would otherwise be unavailable to us. Our executive officers and directors have extensive experience in the shipping industry as leading managers, principals or directors of several prominent worldwide shipping companies. In addition, they collectively comprise a strong pool of expertise covering the key areas of shipping, with more than 100 years of total experience in sourcing, negotiating and structuring transactions in the shipping industry. We intend to leverage the industry experience of our executive officers, including their extensive contacts and relationships, by focusing our efforts on identifying a prospective target business in the shipping and related industries. We believe that Navios Holdings’

71





Table of Contents

experience and extensive contacts in the marine transportation and logistics industries increases our ability to identify investment opportunities, conduct effective due diligence on potential target companies and to ultimately operate a business in our targeted marine transportation and logistics sectors.

Intense focus on operational due diligence

Our management team will employ an extensive technical and operations focused due diligence process that it believes will provide insight on key issues such as quality of assets and operations, business valuations, capital structures, strategic vision and capabilities of the acquisition target’s management team. As a result, we believe we have certain analytical advantages and insights in the marine transportation and logistics industries when we evaluate potential business combination opportunities. During the due diligence phase, our management team will carefully evaluate prospective business targets to uncover key issues that will drive value or, as importantly, pose a significant risk (such as the quality of assets, contingent liabilities and environmental issues). We believe our management team’s deep and diverse set of skills in management, operations and finance, together with our access to extensive mergers and acquisitions, legal, financing, restructuring, tax and accounting experience will enable us to avoid potential risks that other investors may not identify.

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 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. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that are not expected to be present to the same extent in connection with a business combination with us.

Financial position

With funds available initially in the amount of approximately $211,225,000 (net of proceeds held in trust), 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 specific needs. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Our Relationship with Navios Holdings and Navios Partners

While our efforts in identifying a prospective target business will not be limited to a particular sector within the marine transportation and logistics industries, we initially intend to focus our search for target businesses primarily in the marine transportation and logistics industries outside of the drybulk shipping sector. We believe that by so focusing our search for target businesses, we can capitalize on the management and advisory resources of Navios Holdings in the maritime industry while taking advantage of opportunities that are not within the existing business strategies of either Navios Holdings or Navios Partners. We believe our strategy of pursuing target businesses primarily outside of the drybulk shipping sector will distinguish us from the strategies of our affiliates, which are focused on the drybulk shipping sector as follows:

  Navios Holdings.    Navios Holdings is a global and vertically integrated seaborne shipping company that specializes in a wide range of drybulk commodities, including iron ore, coal,

72





Table of Contents
  and grain. Although Navios Holdings derives a small portion of its revenue from its logistics operations, most of Navios Holdings’ revenue and net income are from vessel operations, which are virtually exclusively in the drybulk shipping sector. Navios Holdings’ policy for vessel operations has led Navios Holdings to time charter-out many of its vessels for short- to medium-term charters.
  Navios Partners.    Navios Partners was formed in 2007 to specialize in operating Capesize or Panamax drybulk vessels that are chartered out for a minimum of three years. The Navios Partners fleet currently consists of seven active Panamax vessels and one modern Capesize vessel. All of Navios Partners’ current vessels operate under long-term charters-out with an average length of approximately 5.2 years. Navios Partners has also contracted for the delivery on July 1, 2008 of an additional owned Panamax vessel from Navios Holdings and one newbuild Capesize vessel that it has agreed to purchase from Navios Holdings upon delivery in 2009. All of Navios Partners’ vessels are currently managed by Navios ShipManagement.

In contrast to Navios Holdings and Navios Partners, which are both focused on the drybulk shipping sector, we intend to focus our search for target businesses primarily outside of the drybulk shipping sector, including but not limited to tankers, liquefied natural gas, liquefied petroleum gas, containers and logistics.

As a controlled affiliate of Navios Holdings, we are subject to the omnibus agreement between Navios Holdings and Navios Partners that governs business opportunities within the drybulk shipping sector. Under the omnibus agreement, Navios Holdings agreed (and agreed to cause its controlled affiliates, including us, to agree) to grant a right of first offer to Navios Partners for any Panamax or Capesize drybulk vessel subject to a charter for three or more years that it acquires or may own. Accordingly, we would not be able to own any Panamax or Capesize drybulk carriers with charters of three or more years without first obtaining the consent of Navios Partners. Navios Partners and its subsidiaries granted to Navios Holdings a similar right of first offer on any proposed sale, transfer or other disposition of any of its Panamax or Capesize drybulk carriers and related charters or any of its drybulk vessels that is not a Panamax or Capesize drybulk vessel and related charters owned or acquired by it. To resolve this conflict of interest, we have entered into a right of first refusal agreement that grants us the first opportunity to consider any business opportunity outside of the drybulk shipping sector. See ‘‘Management — Conflicts of Interest.’’

Upon a change of control of Navios Holdings or Navios Partners, the noncompetition and right of first offer provisions of the omnibus agreement, and hence our obligations thereunder, will terminate within a specified period of time after such change in control. Our obligations under the omnibus agreement will also be terminated whenever we are deemed to no longer be a controlled affiliate of Navios Holdings.

Because of the overlap between Navios Holdings, Navios Partners and us with respect to possible acquisitions under the terms of the omnibus agreement, we have entered into a business opportunity right of first refusal agreement, which provides that, commencing on the date of this prospectus and extending until the earlier of the consummation of our initial business combination or our liquidation, we, Navios Holdings and Navios Partners will share business opportunities in the marine transportation and logistics industries as follows:

  We will have the first opportunity to consider any business opportunities outside of the drybulk shipping sector.
  Navios Holdings will have the first opportunity to consider any business opportunities within the drybulk shipping sector, with the exception of any Panamax or Capesize drybulk carrier under charter for three or more years it might own.
  Navios Partners has the first opportunity to consider an acquisition opportunity relating to any Panamax or Capesize drybulk carrier under charter for three or more years.

Overview of the Marine Transportation and Marine Logistics Industries

The following is an overview of the marine transportation and marine logistics industries.

73





Table of Contents

Marine Transportation

We will be looking to acquire a target business in the marine transportation sector. Marine transportation involves, but is not limited to, the following:

Container Sector

Container vessels transport finished goods that are shipped in containers. A container is an internationally standardized packing box for transport of cargo by road, rail or sea. The different sizes of containers have been fixed by the International Organization of Standardization. The twenty-foot container is the basic unit (referred to as TEU, or Twenty-foot Equivalent Units), which is 20 feet in length and can be loaded with 15 to 20 tons of cargo. The other standard size container is forty feet in length, and is designated as a Forty-foot Equivalent Unit, or FEU. Such a container can carry up to 30 tons of cargo.

Container vessels are sized according to the number of containers that they can carry and whether the vessels can traverse the Panama Canal or Suez Canal. The four major container vessel categories, with reference to size, from smallest to largest, are as follows:

  Panamax:    Container vessels with cargo capacity typically from 2,500 up to approximately 5,000 TEU. They are constructed as the largest vessels capable of fitting through the Panama Canal (in terms of breadth and length).
  Post-Panamax:    Container vessels with cargo capacity typically from 4,500 up to approximately 10,000 TEU.
  Suezmax:    Container vessels with cargo capacity typically of 10,000 -12,000 TEU. They are constructed as the largest vessels capable of fitting through the Suez Canal (both in terms of breadth and draft, or the maximum depth below a vessel’s waterline).
  Post-Suezmax, or Malaccamax:    These container vessels are currently in the design stage and are expected to exceed a capacity of 12,000 TEU. They will also be designed to travel through the Strait of Malacca, which is currently limited due to its draft restrictions.

In addition, container ships called ‘‘ro-ro’s’’ (for roll-on, roll-off), which are equipped with shore-based ramp systems for loading and unloading, are used to ship containers. Ro-ro’s are usually associated with shorter trade routes, as they are unable to carry the volume of crane-based container vessels. However, due to their flexibility and high speed, ro-ro’s are frequently used in today’s container markets. Various types of ro-ro vessels include ferries, cruise ferries and barges. A true ro-ro’s ramps can serve all of the vessel’s decks; otherwise, it is a hybrid vessel. New automobiles that are transported by ship around the world are often moved on a large type of ro-ro called a Pure Car Carrier (PCC) or Pure Car Truck Carrier (PCTC).

Prices for individual vessels vary widely depending on the type, quality, age and expected future earnings.

Tanker Sector

The world tanker fleet is divided into two primary categories, crude oil and product tankers. Tanker charterers of wet cargoes will typically charter the appropriate sized tanker based on the length of journey, cargo size and port and canal restrictions. Crude oil tankers are typically larger than product tankers. The major tanker categories with reference to size are:

  Very Large Crude Carriers, or VLCCs:    Tanker vessels that are used to transport crude oil with cargo capacity typically 200,000 to 320,000 dwt that are more than 300 meters in length. VLCCs are highly automated and their advanced computer systems allow for a minimal crew. The majority of the world’s crude oil is transported via VLCCs.
  Suezmax:    Tanker vessels with cargo capacity typically 120,000 to 200,000 dwt. These vessels are used in some of the fastest growing oil producing regions of the world, including oil coming from the Caspian Sea and West Africa. Suezmax tankers are the largest ships able to transit the Suez Canal with a full payload and are capable of both long and short haul voyages.

74





Table of Contents
  Aframax:    Tanker vessels with cargo capacity typically 80,000 to 120,000 dwt. These tankers carry crude oil and serve various trade routes from short to medium distances, for example, from the North Sea to Western Europe, to the Baltic Sea and to East Coast of the United States. These vessels are able to enter a larger number of ports throughout the world as compared to the larger crude oil tankers.
  Panamax:    Tanker vessels with a cargo capacity typically between 60,000 and 100,000 dwt. Panamax vessels are used for various long distance trade routes, including those that traverse through the Panama Canal.
  Handymax:    Versatile vessels that are dispersed in various geographic locations throughout the world. Handymax vessels typically have cargo capacity of 35,000 to 60,000 dwt.
  Handysize:    Smaller tanker vessels with cargo capacity up to 35,000 dwt. These vessels are used mainly for regional voyages, are extremely versatile and can be used in smaller ports that lack infrastructure.

Product.    As opposed to crude oil tankers, which are usually larger, product tankers typically have cargo capacities of less than 80,000 dwt. Product tankers are capable of carrying refined petroleum products, such as fuel oils, gasoline and jet fuel, as well as various edible oils, such as vegetable and palm oil. Chemicals, including ethanol and biofuels are carried in the smaller sizes of these vessels.

Chemical.    Chemical tankers are specialized product tankers designed to transport chemicals in bulk. Ocean-going chemical tankers generally range from 5,000 to 40,000 dwt in size, which is considerably smaller than the average size of other tanker types due to the specialized nature of their cargoes and the size restrictions of the port terminals where they call to load and discharge. Chemical tankers normally have a series of separate cargo tanks that are either coated with specialized coatings such as phenolic epoxy or zinc paint, or made from stainless steel. The coating or cargo tank material determines what types of cargo a particular tank can carry; stainless steel tanks are required for aggressive acid cargoes such as sulphuric and phosphoric acid, while ‘‘easier’’ cargoes, for example, vegetable oil, can be carried in epoxy coated tanks. Chemical tankers often have a system for tank heating in order to maintain the viscosity of certain cargoes. This system typically consists of a boiler that pumps pressurized steam through heating coils to transfer heat into the cargo and circulate tank contents by convection. Cargo tanks are completely separated and can be loaded and emptied fully independently of the other cargo tanks. This enables a single tanker to load, transport and discharge separately a variety of chemicals.

Prices for individual vessels vary widely depending on the type, quality, age and expected future earnings.

LNG Carrier Sector

LNG carriers transport liquefied natural gases, or LNG, internationally between liquefaction facilities and import terminals. After natural gas is transported by pipeline from production fields to a liquefaction facility, it is supercooled to a temperature of approximately negative 260 degrees Fahrenheit. This process reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by vessels over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to meet their demand for natural gas. LNG carriers include a sophisticated containment system that holds and insulates the LNG so it maintains its liquid form. The LNG is transported overseas in specially built tanks on double-hulled ships to a receiving terminal, where it is offloaded and stored in heavily insulated tanks. In regasification facilities at the receiving terminal, the LNG is returned to its gaseous state (or regasified) and then shipped by pipeline for distribution to natural gas customers.

The LNG market includes private and state-controlled energy and utilities companies that generally operate captive fleets and independent ship owners and operators. Many major energy companies compete directly with independent owners by transporting LNG for third parties in

75





Table of Contents

addition to their own LNG. Given the complex, long-term nature of LNG projects, major energy companies historically have transported LNG through their captive fleets. However, independent fleet operators have been obtaining an increasing percentage of charters for new or expanded LNG projects as major energy companies have continued to divest their non-core businesses.

LPG Carrier Sector

LPG carriers are vessels that can transport liquid petroleum and petrochemical gases, as well as ammonia. Liquid petroleum gases, or LPG, are produced as a byproduct of crude oil refining and natural gas production, and are used primarily as fuel for transportation, residential and commercial heating and cooking, and as a feedstock for the production of petrochemicals. Petrochemical gases are used in the production of a vast array of chemicals and new production technologies that allow plastic to displace metal, cotton, wood and other materials in an increasing number of end-user products. LPG products are divided into three categories:

  Liquid petroleum gases, consisting mainly of butane and propane, are carried in fully-pressurized vessels. These gases are used for cooking, as fuel for cars, as fuel in refineries, as chemical feedstock for industrial and fuel at power plants and gas utilities.
  Petrochemical gases that are traded as butadiene, propylene and vinyl chloride monomer, and ethylene, which are carried in semi-refrigerated ships, since they require refrigeration to minus 104 degrees Celsius to be transported in liquefied form. These petrochemical gases are primarily used in the plastics manufacturing industry.
  Ammonia, which is carried in fully-refrigerated vessels, is mainly used in the fertilizer industry and as a feedstock in the petrochemical industry.

There are three main types of LPG carriers classified based on method of liquefaction:

  Fully-pressurized carriers.    These carriers liquefy their cargoes at ambient temperatures under high pressure of up to 17 bar (kg/cm2), are generally small vessels of under 8,000 cubic meters, or cbm. The majority of these vessels are less than 5,000 cbm.
  Semi-refrigerated carriers.    These carriers liquefy their cargoes under a combination of pressure and refrigeration to temperatures down to minus 48 degrees Celsius and pressure up to 9 bar (kg/cm2). Certain semi-refrigerated carriers with gas plants are able to cool cargoes further to minus 104 degrees Celsius and are referred to as ethylene carriers. The majority of these vessels are less than 20,000 cbm.
  Fully-refrigerated carriers.    These carriers can liquefy their cargoes at or under their boiling temperatures down to approximately minus 48 degrees Celsius at atmospheric pressure with onboard compressors. These vessels are typically 22,000 cbm and larger and also carry clean petroleum products such as naphtha.

Drybulk Shipping Sector

Drybulk vessels are used to transport commodities such as iron ore, minerals, grains, forest products, fertilizers, coking and steam coal. The drybulk shipping sector can be divided into four major vessel categories with reference to size. We may explore acquisitions of a target business that is focused on these segments of the drybulk shipping sector, including:

  Capesize:    The largest of the drybulk carrier vessels, with typical cargo capacity over 100,000 deadweight tons, or dwt. Capesize vessels are used primarily for one-way voyages with cargoes consisting of iron ore and coal.
  Panamax:    The second largest of the drybulk vessels, with cargo capacity typically between 60,000 and 100,000 dwt. Panamax vessels are used for various long distance trade routes, including those that traverse through the Panama Canal.
  Handymax:    Versatile vessels that are dispersed in various geographic locations throughout the world. Handymax vessels typically have cargo capacity of 35,000 to 60,000 dwt, and are primarily used to transport grains, forest products and fertilizers.

76





Table of Contents
  Handysize:    The smallest of the drybulk carrier vessels with cargo capacity up to 35,000 dwt. These vessels are used mainly for regional voyages, are extremely versatile and can be used in smaller ports that lack infrastructure.

Prices for individual vessels vary widely depending on the type, quality, age and expected future earnings.

Marine Logistics

We may also be looking to acquire a target business in the marine logistics sector. Marine logistics involves, but is not limited to, the following:

Port, Storage and Terminal Operations

These are service businesses related to marine cargo handling from the time cargo, for or from a vessel, arrives at shipside, dock, pier, terminal, staging area, or in-transit area until cargo loading or unloading operations are completed. These businesses are engaged in, among other activities, the development of the infrastructure of ports and specialized private berths, warehousing, logistic services and regulatory matters, including compliance with customs formalities.

River Barge Operations

These companies own river barges and pushboats to transport cargos across major river trading routes globally. The cargoes transported would include but not be limited to the following:

Liquid Cargo

  Hydrocarbons (Crude oil, gas oil, naphtas, fuel oil, JP1, etc.)
  Vegetable oils

Liquefied Cargo

  Liquefied Petroleum Gas (LPG)

Dry Cargo

  Cereals (cotton pellets, soy bean, wheat, etc.)
  Limestone (clinker)
  Mineral iron
  Rolling stones
  General Cargo – Containers – Special cargoes

Specialized Vessels Operations

These include fuel bunkers, supply vessels, service vessels and anchor handlers that perform various functions related to the supply and maintenance of offshore oil rigs. Also included are multipurpose vessels with heavy gear capacity to service containers and specialty cargoes such as for shipyards, oil refineries, modification requirements and the full range of steel products.

Offshore Supply Operations

These companies provide critical logistic and transportation services for offshore petroleum exploration and production companies. Typical opportunities in the offshore supply business would include companies/assets providing delivery of drilling supplies, fuels, water and food, movement of personnel, towing rigs to and from different locations, providing safety, emergency response and other general support functions for offshore construction projects.

77





Table of Contents

Management Sector

Instead of acquiring a target business owning or operating vessels, we may seek to acquire service businesses engaged in, among other activities, operational management, brokerage, maintenance and technical support. Service businesses we may seek to acquire would typically be engaged in:

  Technical management services, such as crew retention and training, maintenance, repair, capital expenditures, drydocking, payment of vessel tonnage tax, maintaining insurance and other vessel operating activities; or
  Commercial management services, such as finding employment for vessels, vessel acquisition and disposition, freight and charter hire collection, accounts control, appointment of agents, bunkering and cargo claims handling and settlements.

We may also seek to acquire a target business actively engaged in the contract of affreightment, or COA, market. A COA is a service contract under which a vessel owner agrees to transport multiple cargoes, at a specified rate per ton, between designated loading and discharge ports. A COA does not designate any particular vessel but does require a specified amount of cargo to be carried during the term of the COA, which usually spans a number of months or years. A COA arrangement also provides flexibility in that both the contract and the cargo may also be re-let to other parties, allowing the COA holder effectively to ‘‘trade’’ its paper contract as well as the cargo subject to such contract.

Information that may be contained in the proxy statement

As a foreign private issuer, we are exempt from the proxy rules promulgated under the Securities Exchange Act. Because of this exemption, when we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.

To the extent that we acquire one or more vessels, it is highly likely that the proxy statement that we would send to shareholders would not contain audited historical financial information with respect to the vessels and, therefore, shareholders voting on a proposed transaction would not have access to audited or unaudited financial information with respect to the vessels. The reason that we may not provide audited historical information is because the business combination would be viewed as an acquisition of assets, such as one or more vessels, instead of an acquisition of a business. It is consistent with shipping industry precedent that audited historical financials would not be required, because typically the acquiring company would not have access to such information. However, whether an acquisition is actually deemed to be that of assets (instead of a business) is based on an analysis of the facts and circumstances involved, taking to consideration a number of variables that generally would reflect upon whether there is sufficient continuity of the acquired entity’s operations prior to and after the acquisition so that the disclosure of the historical information is material to the understanding of future operations. Some of these factors would include whether new charter agreements will be entered into, if the vessel’s flag will change, or whether existing crew will continue and if so under pre-existing or new contracts. We are unable to predict the facts and circumstances surrounding any possible future acquisition of vessels (whether the acquisition will be structured as an acquisition of assets or an operating business), and accordingly cannot provide assurances with respect to the provision of audited historical financial information.

We intend to determine the value of vessels we may acquire by examining historical records of the vessels, conducting an on-site technical analysis of the vessels and a physical inspection of the vessels. In addition, we will review recent purchase and sale transactions of similar vessels and examine such transactions based on size, class and type of vessels.

To the extent that financial info