S-1/A 1 file1.htm AMENDMENT NO. 1 TO FORM S-1

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As filed with the Securities and Exchange Commission on May 1, 2008

Registration No. 333-149404

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ORBIT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware 6770 26-1634802
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

623 Fifth Avenue, 19th Floor
New York, New York 10022

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

Garry N. Hubbard
Chief Executive Officer and President
Orbit Acquisition Corp.
623 Fifth Avenue, 19th Floor
New York, New York 10022
(212) 209-2000

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

Copies to:


Bruce S. Mendelsohn
Mark Zvonkovic
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
(212) 872-1002 Facsimile
Raymond B. Check
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(212) 225-3999 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 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [ ]

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

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

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

CALCULATION OF REGISTRATION FEE


Title of each Class of
Security being registered
Amount being
Registered
Proposed
Maximum
Offering Price
Per Security(1)
Proposed
Maximum
Aggregate
Offering Price(1)
Amount of
Registration
Fee
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant(2) 28,750,000 Units $ 10.00 $ 287,500,000 $ 11,298.75
Shares of Common Stock included as part of the Units(2) 28,750,000 Shares (3)
Warrants included as part of the Units(2) 28,750,000 Warrants (3)
Total     $ 287,500,000 $ 11,298.75(4 ) 
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 3,750,000 Units, consisting of 3,750,000 shares of Common Stock and 3,750,000 Warrants, which may be issued on exercise of a 30-day option granted to the underwriters to cover over-allotments, if any.
(3) No fee pursuant to Rule 457(g).
(4) Previously paid.

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





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

 Subject To Completion, dated                             , 2008 

P R O S P E C T U S

$250,000,000

ORBIT ACQUISITION CORP.

25,000,000 Units

Orbit Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses, which we refer to as our initial business combination. If we are unable to consummate a business combination within 24 months from the date of this prospectus, but have entered into a definitive agreement with respect to a business combination, we may seek stockholder approval to extend the period of time to consummate a business combination by up to an additional 6 months. In order to extend the period of time to up to 30 months (i) holders of a majority of the outstanding shares of common stock must approve the extension period and (ii) conversion rights shall be exercised with respect to less than 30% of the shares sold in this offering, each as described in this prospectus. If we fail to sign a definitive agreement within such 24-month period or if we fail to consummate a business combination within such period of 24 months (or up to 30 months if stockholders approve an extension period), we will liquidate and distribute the proceeds held in the trust account described below to our public stockholders. We will focus on a business combination or combinations in the energy, power and related industries, but we may effect a business combination with a company outside these industries. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any substantive discussions with an entity with which we may effect our initial business combination.

This is an initial public offering of our securities. We are offering 25,000,000 units. Each unit has an offering price of $10.00 and consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $7.50, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of the completion of our initial business combination or twelve months from the date of this prospectus, provided in each case that we have an effective registration statement covering the issuance of our shares of common stock underlying the warrants and a current prospectus relating thereto is available, and will expire four years from the date of this prospectus, unless earlier redeemed.

The underwriters may also purchase up to an additional 3,750,000 units from us at the public offering price less the underwriters’ discount within 30 days from the date of this prospectus to cover over-allotments.

Orbit Holdings, LLC, which we refer to throughout this prospectus as our sponsor, has agreed to purchase an aggregate of 6,000,000 warrants at a price of $1.00 per warrant ($6,000,000 in the aggregate) in a private placement that will occur simultaneously with the consummation of this offering. We refer to these warrants throughout this prospectus as the sponsor’s warrants. The proceeds from the sale of the sponsor’s warrants in the private placement will be deposited into the trust account, and will be part of the funds distributed to our public stockholders in the event we are unable to complete our initial business combination. Each of the sponsor’s warrants will be identical to the warrants included in the units sold in this offering except that the sponsor’s warrants: (i) will not be redeemable by us as long as they are held by our sponsor or any of its permitted transferees, (ii) will be subject to certain transfer restrictions and entitled to certain registration rights described in more detail in this prospectus and (iii) may be exercised for cash or on a cashless basis, as described in this prospectus.

Currently, there is no public market for our units, common stock or warrants. We have applied to have the units listed on the American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the symbol ‘‘OSW.U’’ on or promptly after the date of this prospectus. The common stock and warrants comprising the units offered hereby will begin separate trading five business days following the earlier to occur of the expiration or termination of the underwriters’ over-allotment option and its exercise in full, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on the American Stock Exchange under the symbols ‘‘OSW’’ and ‘‘OSW.WS,’’ respectively.

Investing in our securities involves risks that are described in the ‘‘Risk Factors’’ section beginning on page 26 of this prospectus.


  Per Unit Total Proceeds
Public offering price $ 10.00 $ 250,000,000
Underwriting discount(1) $ 0.70 $ 17,500,000
Proceeds, before expenses, to Orbit Acquisition Corp. $ 9.30 $ 232,500,000
(1) Includes $0.40 per unit, or $10.0 million in the aggregate ($11.5 million if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for the deferred underwriting discount to be placed in the trust account described below. Such funds will be released to the underwriters only on completion of our initial business combination, as described in this prospectus.

The underwriters are offering the units on a firm commitment basis. The units will be ready for delivery on or about                , 2008. Of the proceeds we receive from this offering and the sale of the sponsor’s warrants described in this prospectus, $ 9.91 per unit, or $247,750,000 in the aggregate (approximately $9.88 per unit or $284,125,000 if the underwriters’ over-allotment option is exercised in full) will be deposited into a trust account maintained by The Bank of New York, as account agent. These funds will not be released until the earlier of (i) the completion of our initial business combination or (ii) our liquidation (which may not occur until 24 months from the date of this prospectus, or up to 30 months if our stockholders approve an extended period).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

JPMorgan

The date of this prospectus is                        , 2008





You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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Summary

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under ‘‘Risk Factors’’ and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Any discrepancies in the tables included herein between the amounts listed and the totals thereof are due to rounding.

We are a blank check company formed under the laws of the State of Delaware on December 13, 2007. We were formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We will focus on entering into a business combination with an operating business in the energy, power and related industries, but we may effect our initial business combination with a company outside these industries if we identify an attractive opportunity in another industry. We have not, nor has anyone on our behalf, contacted or entertained inquiries from any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not conducted, nor have we engaged or retained any agent to conduct, any research or take any steps to identify, locate or contact any suitable acquisition candidate.

We will seek to capitalize on the significant investing and operating experience of our executive officers and directors, whom we refer to as our management team. Gabriel S. Nechamkin, our chairman of the board and senior principal and head of trading of Satellite Asset Management, L.P. (‘‘Satellite’’), has over 25 years of investment experience. Satellite is an investment advisory firm with approximately $6.9 billion of assets under management as of February 1, 2008, which pursues a multi-strategy, event-focused approach to investing that is driven by disciplined, bottom-up financial research. Garry N. Hubbard, our chief executive officer and president, and Jerry D. Thurmond, our chief financial officer and secretary, are founders of Willow Bend Capital Management, LLC (‘‘Willow Bend’’). Mr. Hubbard has spent over 29 years, and Mr. Thurmond has spent over 20 years, in the power generation and energy business. They formed Willow Bend in 2004 to work with hedge funds on evaluating investments in the power sector. From 2004-2007, Willow Bend’s clients invested in excess of $3 billion of capital in the debt and equity securities of independent power producers.

For additional information on the background of our executive officers and directors, please see the sections in this prospectus entitled ‘‘Proposed Business – Our Competitive Strengths; Significant Mergers & Acquisition Experience’’ and ‘‘Management.’’

We believe that the skills and experience of our management team will be crucial to consummating a successful business combination. Our management team has built and maintained extensive networks of relationships that we plan to use to identify and generate business combination opportunities. These relationships include, among other sources, executives and board members at public and private companies, brokers, private equity and venture capital firms, investment and commercial bankers, attorneys and accountants. Our management team has experience acquiring, building, operating, advising and selling public and private companies in the energy, power and related sectors.

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

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contacts as a result of formal or informal inquiries or discussions they may have, as well as by attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities as a result of the track record and business relationships of our executive officers and members of our board of directors.

Business Strategy

We intend to focus our efforts on the energy, power and related industries, but we may effect a business combination with a company outside these industries. Our management team believes there are comparable investment drivers in both the energy, power and related industries, requiring a similar set of technical and operating skills to successfully execute an investment. It is our belief that this management team possesses the core skills and the key relationships required to successfully identify and execute opportunities in these targeted sectors.

We believe the energy and power sectors face unprecedented challenges in the coming years. With the backdrop of record high fuel prices, historic environmental challenges, and sweeping industry structural change, the world’s demand for the reliable supply of gas, oil and electricity continues to expand. While much of the existing energy and power infrastructure is aging, industry participants must keep up with the need for additional capacity, increased reliability, improved power/fuel quality, and lower environmental impact. Given the ever expanding need for energy and power, investment in new and existing power generation, environmental controls, transmission lines, gas transportation and storage, distribution system expansions and upgrades, and the exploration, development and production of new hydrocarbon reserves, is essential. We believe that these challenges and dislocations will create attractive investment opportunities that we will look to take advantage of.

Within the energy industry, we intend to focus our efforts on the following segments:

  Energy Services Businesses:    Services to the energy industry, such as onshore and offshore drilling services and specialized services such as wire line services, geophysical, completion services, drilling fluids, rentals, artificial lift, drill bits, environmental services, specialty chemicals, seismic and water handling services;
  Upstream Sector:    The exploration, development and production of hydrocarbons;
  Midstream Sector: Oil and natural gas businesses, including gathering, compression, treating, processing, fractionating, transporting, storing, terminaling and distributing of hydrocarbons; and
  Downstream Sector:    The refining and further distribution of hydrocarbons and byproducts. Refined products could include gasoline, diesel, jet fuel, heating oil, asphalt, lubricants, synthetic rubber, plastics, fertilizers, antifreeze, pesticides, pharmaceuticals, and propane.

Within the power industry, we intend to focus our efforts on the following segments:

  Traditional Power Generation:    The generation of electricity from power stations fueled by various natural resources, including coal, natural gas, fuel oil and hydro;
  Alternative Power Generation:    The generation of electricity from renewable or clean power resources, such as solar, wind, geothermal, biomass, and landfill gas;
  Power Services Businesses:    Services to industries which generate and consume power, such as plant operations and maintenance, transmission line maintenance, operational procedures and programs, training, preventative maintenance, due diligence, safety and environmental, routine and major maintenance, turbine and plant inspection services, power rental services, staffing services, and fuel transportation services; and
  Power Infrastructure:    Transmission and distribution networks.

It is our belief that the size of the energy, power and related industries combined with: (i) the need for significant investments in new and aging existing energy and power infrastructure, and

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(ii) the ongoing strategic and financial activity within these industries, as reflected in the consistently high level of mergers, acquisitions, joint ventures and partnerships, provides a compelling environment in which to seek business combination opportunities.

While we intend to focus our efforts on identifying target businesses in the energy, power and related industries, in the event that an opportunity is presented to us in another sector, we may pursue it if we conclude that it represents an attractive investment opportunity for us.

We have identified the following general criteria and guidelines that we believe are important in evaluating target businesses. We will use these criteria and guidelines in evaluating business combination opportunities, though we may decide to enter into our initial business combination with a target business that does not meet some or all of these criteria and guidelines, if we believe such target business has the potential to create significant stockholder value.

  Established companies with proven track records.    We will target established companies with strong historical financial performance and focus on companies with a record of strong operating and financial results.
  Companies with hidden value and/or underappreciated upside potential.    We will capitalize on our management team’s experience to identify investment opportunities with high intrinsic value that are positioned to take advantage of future industry developments.
  Strong and sustainable market fundamentals.    We will seek established companies competing in industry sub-sectors and markets with strong and sustainable fundamentals including robust growth prospects, improving supply-demand dynamics and favorable competitive landscape.
  Strong competitive industry position.    We will target a business combination with companies that are well positioned within their respective sectors of the energy, power and related industries, considering growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry.
  Experienced management team.    We will seek companies that have strong, experienced management teams. We will focus on management teams with a proven track record of driving revenue growth, enhancing profitability and generating excellent returns on invested capital. We expect that the industry expertise of our executive officers and directors may in some cases complement, but will not replace, the target’s management team. If deemed necessary, we will look to bolster the expertise of the acquired management through the hiring of additional personnel from our management team’s extensive network of industry contacts.

Our Competitive Strengths

  Significant Industry Expertise and Proven Ability to Identify Industry Drivers and Developments/Trends. Members of our management team have developed, constructed, operated and/or raised financing for more than 16 transactions of over 15,000 megawatts of electric generating facilities worldwide. They have successfully identified industry growth sectors and opportunities in various geographic regions throughout the United States.
  Proven Ability to Identify, Influence and Create Profitable Investments.    Members of our management team have an average of over 20 years experience in the energy and power and securities investing businesses, and have demonstrated a consistent and proven ability to identify, diligence and close successful investment opportunities. As a team, they have invested over $2 billion in energy and power companies in more than 15 transactions over the past 4 years, investing in all types of asset and securities classes, including greenfield developments, distressed corporate securities and distressed assets.
  Significant Operating and Management Experience.    Members of our management team have significant experience in operating and managing companies in the energy, power and related industries. They have worked successfully as a team for a significant period of time and present a well balanced approach to rapidly identifying business opportunities.

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  Significant Knowledge of Special Purpose Acquisition Companies (‘‘SPACs’’).    Members of our management team have significant experience investing in new and existing SPACs since 2004, investing over $500 million of capital in more than 90 publicly-traded SPACs.

The past experience of our management team does not guarantee that we will be successful in consummating a business combination. There are numerous risks and uncertainties detailed elsewhere in this prospectus that could impact our ability to consummate a business combination outside of the control of such individuals. As a result, we cannot assure you that we will be able to consummate a business combination at all or on terms favorable to us, nor can we guarantee that we will be successful following the consummation of a business combination. In addition, members of our management team are not required to commit their full time, or any specific amount of time, to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We presently expect members of our management team to devote such amount of time as they reasonably believe is necessary to our business.

Our executive offices will be located at 623 Fifth Avenue, 19th Floor, New York, New York 10022, and our telephone number is (212) 209-2000.

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THE OFFERING

In making your decision on whether to invest in our securities, you should take into account not only the background of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended (the ‘‘Securities Act’’). 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 below entitled ‘‘Risk Factors’’ beginning on page 26 of this prospectus.

Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of:
one share of common stock; and
one warrant.
Trading commencement and separation of common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of the expiration or termination of the underwriters’ over-allotment option and its exercise in full, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin.
Separate trading of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file the Current Report on Form 8-K upon the consummation of this offering, which is anticipated to take place four business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Units:
    Number outstanding before this
    offering
7,187,500(1)
    Number outstanding after this
    offering
31,250,000(2)

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Common stock:
    Number outstanding before this
    offering
7,187,500(1)
    Number outstanding after this
    offering
31,250,000(2)
Warrants:
Number of warrants outstanding before this offering 7,187,500(1)
Number of sponsor’s warrants to be sold simultaneously with closing of this offering in a private placement 6,000,000
Number of warrants to be outstanding after this offering and the private placement 37,250,000(2)
Exercisability Each warrant offered in this offering is exercisable to purchase one share of our common stock.
Exercise price $7.50 per share
Exercise period The warrants will become exercisable on the later of:
the completion of our initial business combination, or
12 months from the date of this prospectus;
provided in each case that we have an effective registration statement under the Securities Act covering the issuance of our shares of common stock underlying the warrants and a current prospectus relating thereto is available.
We have agreed to use our best efforts to have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants as of the date the warrants become exercisable and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed.
The warrants sold in this offering will expire at 5:00 p.m., New York time, four years from the date of this prospectus or earlier upon redemption. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
We will not be required to settle any warrant exercise for cash, whether by net exercise or otherwise.
(1) This number includes an aggregate of up to 937,500 founders’ units held by our initial stockholders that are subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters.
(2) Assumes no exercise of the underwriters’ over-allotment option and the resulting forfeiture of up to 937,500 founders’ units held by our initial stockholders.

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Redemption Once the warrants become exercisable we may redeem the outstanding warrants (except as described below with respect to the sponsor’s warrants):
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 (the ‘‘30-day redemption period’’); and
if, and only if, the last sale price of our common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption to the warrant holders.
We may not redeem the warrants unless a registration statement covering the issuance of our shares of common stock underlying the warrants is effective, and a current prospectus relating thereto is available throughout the 30-day redemption period. The underwriters do not have any consent rights in connection with our exercise of our redemption rights.
If we call the warrants for redemption as described above, we will have the option to require all warrants that are purchased in this offering or in the public aftermarket to be exercised on a ‘‘cashless basis.’’ 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. See ‘‘Description of Securities – Warrants’’.
We may not redeem the founders’ warrants or the sponsor’s warrants so long as they are held by them or any of their permitted transferees. The founders’ warrants and the sponsor’s warrants so long as they are held by them or any of their permitted transferees may be exercised by them at their option on a ‘‘cashless basis.’’
Reasons for redemption limitations We have established the above conditions to our exercise of redemption rights in order to:
provide warrant holders with adequate notice of our exercise of redemption rights;

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permit redemption only after the then-prevailing common stock price is substantially above the warrant exercise price; and
provide a sufficient differential between the then- prevailing common stock price and the warrant exercise price so there is a buffer to absorb the market reaction, if any, to our redemption of the warrants.
If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $14.25 trigger price as well as the $7.50 warrant exercise price after the redemption notice is issued.
Proposed American Stock Exchange symbols Units: ‘‘OSW.U’’
Common Stock: ‘‘OSW’’
Warrants: ‘‘OSW.WS’’
Founders’ units On December 27, 2007, Orbit Holdings, LLC, our sponsor, purchased an aggregate of 7,187,500 founders’ units for a purchase price of $25,000, or approximately $0.003 per unit. The founders’ units consist of one share of founders’ common stock and one founders’ warrant. Our sponsor has transferred an aggregate of 86,250 shares of founders’ common stock to Michael Childers, David E. Constable and Jerry R. Repass, each of whom has agreed to serve on our board of directors upon the closing of this offering. We refer to our sponsor and Messrs. Childers, Constable and Repass as our initial stockholders throughout this prospectus. The founders’ units include an aggregate of up to 937,500 units that are subject to forfeiture by our initial stockholders to the extent that the underwriters’ over-allotment option is not exercised in full so that our initial stockholders will collectively own 20% of our issued and outstanding shares immediately after this offering (assuming none of them purchase units in this offering).
The founders’ units are identical to the units being sold in this offering, except that:
the founders’ common stock and founders’ warrants underlying the founders’ units are subject to the transfer restrictions and entitled to the registration rights described below;
the founders’ warrants will become exercisable upon the later of (i) the date that is 12 months after the date of this prospectus or (ii) when the last sales price of our common stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day

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period beginning 90 days after the initial business combination, but in each case only if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants contained in the units included in this offering;
the founders’ warrants may be exercised for cash or on a cashless basis and will not be redeemable by us as long as they are held by the initial stockholders or any of their permitted transferees;
our initial stockholders have agreed to vote the founders’ common stock (i) in the same manner as a majority of the votes cast by our public stockholders at a duly held stockholders meeting (a) in connection with the vote required to approve our initial business combination and (b) in connection with the vote required to approve an extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our initial business combination, and (ii) in favor of an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence as a part of any vote to approve our initial business combination;
our initial stockholders will not be able to exercise conversion rights (as described below) with respect to the founders’ common stock; and
our initial stockholders have agreed to waive their rights to participate in any liquidation distribution with respect to the founders’ common stock if we fail to consummate our initial business combination.
Transfer restrictions on founders’ units The initial stockholders have agreed, subject to certain exceptions, not to sell or otherwise transfer, assign or sell any of the founders’ units and underlying securities (except as described below under ‘‘Principal Stockholders – Transfers of Securities by our Initial Stockholders and our Sponsor’’) until 12 months after the date of the completion of our initial business combination or earlier if, subsequent to our initial business combination, (i) the last sales price of our common stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period commencing 90 days after our initial business combination or (ii) we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. See ‘‘Description of Securities – Founders’ Units.’’

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Sponsor’s warrants Our sponsor has entered into an agreement with us to purchase an aggregate of 6,000,000 sponsor’s warrants at a price of $1.00 per warrant ($6,000,000 in the aggregate) simultaneously with the consummation of this offering. The sponsor’s warrants will be purchased separately and not in combination with common stock or in the form of units. The purchase price of the sponsor’s warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete a business combination that meets the criteria described in this prospectus, the proceeds of the sale of the sponsor’s warrants will become part of the distribution of the trust account to our public stockholders and the sponsor’s warrants will expire worthless.
Transfer restrictions on sponsor’s warrants The sponsor’s warrants (including the common stock issuable upon exercise of the sponsor’s warrants) will not be transferable, assignable or salable (except as described below under ‘‘Principal Stockholders – Transfers of Securities by our Initial Stockholders and our Sponsor’’) until 90 days after the date of the completion of our initial business combination, and as long as the warrants continue to be held by the sponsor or any of its permitted transferees, they will be exercisable at the discretion of the holder for cash or on a cashless basis and will be non-redeemable by us. If the sponsor’s warrants are held by holders other than the sponsor or any of its permitted transferees, the sponsor’s warrants will be redeemable by us and exercisable by the holders for cash on the same basis as the warrants included in the units being sold in this offering. With the exception of the terms noted above, the sponsor’s warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. See ‘‘Description of Securities – Sponsor’s Warrants.’’
Registration rights Concurrently with the consummation of this offering, we will enter into a registration rights agreement with our initial stockholders with respect to securities held by them from time to time. The registration rights agreement will provide that, in certain instances, after the consummation of our initial business combination, the holders (and their affiliates and other permitted transferees) of at least 25% of the then-outstanding securities held by them may require us to register the resale of at least 15% of our securities held by them on a registration statement filed under the Securities Act. We will bear the expenses incurred in connection with filing any such registration statement.

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The holders of the warrants included in the units purchased in this offering will not be able to exercise those warrants unless we have an effective registration statement covering the shares issuable upon their exercise and a related current prospectus is available. Although the shares of common stock issuable pursuant to the sponsor’s warrants may or may not be issued pursuant to a registration statement, the warrant agreement provides that the sponsor’s warrants may not be exercised unless a registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering is effective and a related current prospectus is available. We will not be required to settle any warrant exercise for cash, whether by net exercise or otherwise.
See ‘‘Principal Stockholders – Registration Rights.’’
Proceeds to be held in trust account $247,750,000, or $9.91 per unit ($284,125,000, or approximately $9.88 per unit, if the underwriters’ over-allotment option is exercised in full), of the proceeds of this offering and the private placement of the sponsor’s warrants will be placed in a segregated trust account maintained by The Bank of New York, as account agent, pursuant to an agreement to be signed on the date of this prospectus. These proceeds include $10.0 million (or $11.5 million if the underwriters’ over-allotment option is exercised in full) in deferred underwriting discount, equal to 4% of the gross proceeds of the public offering. Upon the consummation of a business combination, such amount will be released to the underwriters out of the trust account. We believe that the inclusion in the trust account of the purchase price of the sponsor’s warrants and the deferred underwriting discount is a benefit to our public stockholders because additional proceeds will be available for distribution to them if a liquidation of the company occurs prior to the consummation of our initial business combination. The funds in the trust account will only be released to be used in connection with our initial business combination, to fund the exercise of conversion rights by the public stockholders or upon our liquidation.
Unless and until the completion of our initial business combination, no proceeds held in the trust account, other than up to $3.0 million of the interest earned on the trust account (net of taxes payable on such interest), will be available for our use.
Conditions to consummating our initial business combination We will not consummate a business combination with any target business affiliated with any of our executive officers, directors or initial stockholders including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is

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managed by or otherwise affiliated with such individuals or entities, (ii) an entity in which such individuals or their affiliates are currently passive investors, (iii) an entity in which such individuals or their affiliates are currently officers or directors or (iv) an entity in which such individuals or their affiliates are currently invested through an investment vehicle controlled by them, unless, in each case, we have obtained an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (‘‘FINRA’’), reasonably acceptable to the representative and the approval of a majority of our independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view. The investment bank rendering such opinion may or may not agree to address any such opinion directly to our stockholders or otherwise permit them to rely directly on such opinion. While we will consider whether such an opinion may be relied on directly by our stockholders, it will not be dispositive as to which investment bank we seek a fairness opinion from. Other factors contributing to our choice of an investment bank to render such opinion are expected to include, among others: reputation of the independent investment bank, specifically their knowledge of the particular industry of our proposed target business, timing and cost.
Our initial business combination must occur with one or more target businesses that collectively have a fair market value of at least 80% of the balance in the trust account (excluding the deferred underwriting discount of $10.0 million, or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. If we acquire less than 100% of a target business in our initial business combination, the aggregate fair market value of the portion we acquire must equal at least 80% of the balance in the trust account (excluding the deferred underwriting discount as described above) at the time of the signing of a definitive agreement in connection with our initial business combination. The fair market value of a portion of a target business will likely be calculated by multiplying the fair market value of the entire business by the percentage of the business we acquire. We may seek to consummate a business combination with an initial target business or businesses with a collective fair market value in excess of 80% of the balance in the trust account (excluding the deferred underwriting discount as described above). We may need to obtain financing to consummate such an initial business combination and have not taken any steps to obtain any such financing. If we issue securities in order to consummate such an initial business combination, our

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stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders own a certain percentage of our company (or, depending on the structure of the initial business combination, an ultimate parent company that may be formed) after our business combination. We anticipate structuring our initial business combination to acquire 100% of the equity interests of, or to combine completely with, a target business or businesses. We may, however, structure our initial business combination to acquire less than 100% of the equity interests of a target business but will not acquire less than a controlling interest. The key factor that we will rely on in determining controlling stockholder status would be our acquisition of more than 50% of the voting equity interests of the target company. If our initial business combination involves assets and not equity securities of a target business, the assets, or the business being conducted with such assets, must have a fair market value equal to at least 80% of the balance of the trust account (excluding the deferred underwriting discount as described above) at the time of the signing of a definitive agreement in connection with our initial business combination. See ‘‘Proposed Business – Effecting our Initial Business Combination.’’
Stockholders must approve our initial business combination We will seek stockholder approval before effecting our initial business combination regardless of the type of transaction it is, even if the business combination would not ordinarily require stockholder approval under applicable state law.
We will only consummate our initial business combination if (i) the business combination is approved by a majority of votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock and (iii) public stockholders owning no more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, both vote against the business combination and exercise their conversion rights. If a proposed business combination is not consummated and we still have sufficient time remaining before our corporate life expires, we may seek another target business with which to effect

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our initial business combination. See ‘‘Proposed Business – Effecting our Initial Business Combination; Opportunity for stockholder approval of our initial business combination.’’
Possible extension of time to consummate a business combination to up to 30 months If we have entered into a definitive agreement relating to an initial business combination within 24 months from the date of this prospectus (and if we anticipate that we may not be able to consummate such business combination within the 24-month period), we may seek up to a 6-month extension to complete our initial business combination by calling a special or annual meeting of our stockholders for the purpose of soliciting their approval for such extension period. Approval of any extension period will require the affirmative vote of the majority of the outstanding shares of common stock. In connection with the vote required for any such extension period, our initial stockholders have agreed to vote the shares of common stock owned by them immediately before this offering in accordance with the majority of the votes cast by our public stockholders at the special or annual meeting called for such purpose, and to vote all shares of common stock acquired in this offering or in the open market in favor of any such proposed extension of our corporate existence. If we enter into a definitive agreement near the end of the 24-month period following the consummation of this offering, we may not have sufficient time to either secure the approval of our stockholders if an extension of the 24-month period is proposed, or to satisfy customary closing conditions.
Any public stockholders voting against the proposed extension period will be eligible to convert their shares into a pro rata share of the trust account if the extension period is approved. However, the extension period will not be approved if more than 30% (minus one share) of the shares sold in this offering vote against the proposed extension period and elect to convert their shares into their pro rata share of our trust account. In such event, if we cannot complete our initial business combination within the original 24-month period to be set forth in our amended and restated certificate of incorporation, we will liquidate.
If we receive stockholder approval for the extended period and conversion rights are not exercised with respect to more than 30% (minus one share) of the shares sold in this offering in connection with the vote for the extended period, we will then have an additional period of up to 6 months in which to complete the initial business combination. We will still be required to seek stockholder approval before completing our initial business

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combination if it was not obtained earlier, even if the business combination would not ordinarily require stockholder 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 up to 30 months from the date of this prospectus.
A stockholder’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.
Stockholders who vote against the extended period and exercise their conversion rights may vote on the initial business combination to the extent such stockholders continue to own shares of common stock or acquire new shares through open market purchases or otherwise.
Public stockholders who cause us to convert their shares into their pro rata share of the trust account will still have the right to exercise the warrants that they received as part of the units if they still hold such warrants. If, following approval of the extension period, at the end of the extended period of up to 30 months we have not effected a business combination, our corporate existence will automatically cease without the need for a stockholder vote. See ‘‘Proposed Business – Effecting our Initial Business Combination; Extension of time to complete a business combination up to 30 months.’’
Conversion rights for public stockholders voting to reject our initial business combination or an extension of the time period within which we must complete the initial business combination Public stockholders who exercise their conversion rights and vote against our initial business combination or an extension of the time period within which we must complete the initial business combination will be entitled to cause us to convert their common stock into a pro rata share of the aggregate amount then in the trust account, before payment of the deferred underwriting discount and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of up to an aggregate of $3.0 million of the interest income, net of taxes, on the trust account balance previously released to us to fund our working capital.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is 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, on a cumulative basis, which includes any exercise of conversion rights in connection with either the stockholder vote, if

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any, required to approve an extension of the time period within which we must complete our initial business combination or the stockholder vote required to approve our initial business combination. Shares converted in connection with the vote on an extension of the time period within which we must complete our initial business combination and in connection with the vote on the business combination will be aggregated for purposes of this 10% limit. Such a public stockholder would still be entitled to vote against a proposed business combination or an extension of the time period within which we must complete our initial business combination with respect to all shares owned by him or his affiliates.
Voting against the proposal for our initial business combination or the extension period alone will not result in the conversion of a stockholder’s shares for a pro rata portion of the trust account. Stockholders voting against our initial business combination or an extension period will only have the right to cause us to convert their shares if our initial business combination or the extension period is approved and, in the case of the initial business combination, consummated. If our initial business combination is not approved or completed or the extension period is not approved for any reason, then public stockholders voting against our initial business combination or the extension period will not be entitled to so convert their shares. Public stockholders who cause us to convert their common stock for a pro rata share of the trust account will be paid their conversion price as promptly as practicable following the consummation of our initial business combination or the approval of the extension period and will have the right to exercise any warrants they own when the warrants are exercisable. This conversion could have the effect of reducing the amount distributed to us from the trust account by up to approximately $74,324,990 (assuming conversion of the maximum of 30% (minus one share) of the eligible common stock). Because stockholders who exercise their conversion rights will receive their proportionate share of the deferred underwriting discount and the underwriters will be paid the full amount of the deferred underwriting discount at the time of closing our initial business combination, the stockholders who do not convert will bear the financial effect of such payments to both the converting stockholders and the underwriters.
We have set the conversion percentage at 30% (minus one share) and imposed the 10% restriction for any one stockholder or group of stockholders in order to reduce the likelihood that a small number of investors holding a block of our stock will be able to stop us from consummating our initial business combination and/or

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extending the time period within which we must consummate our initial business combination even if such business combination or extension is otherwise approved by a large majority of our public stockholders.
The initial per share conversion price is $9.91 per share (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full), without taking into account any interest earned on such funds. Since this amount is less than the $10.00 per unit price in this offering and 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 stockholders to exercise their conversion rights.
Stockholders who exercise their conversion rights will continue to retain all rights to the warrants they received as part of the units purchased in this offering to the extent that such warrants have not been otherwise transferred or sold by such stockholder.
See ‘‘Proposed Business – Effecting our Initial Business Combination; Conversion rights for public stockholders voting to reject our initial business combination or an extension of the time period within which we must complete our initial business combination.’’
Right of first review In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our executive officers and our sponsor has agreed, until the earliest of a business combination, 24 months from the date of this prospectus (or up to 30 months if an extension is approved by our stockholders as described in this prospectus) or such time as he ceases to be an executive officer or, in the case of the sponsor, a stockholder, to present to our company for our consideration, prior to presentation to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest (meaning more than 50% of the voting securities of the target company) in a company that is not publicly traded on a stock exchange or over-the-counter market and that has an enterprise value in excess of $200 million, subject to fiduciary duties owed by our officers as directors on the boards of directors of companies on which they serve, which are identified in their biographies appearing under ‘‘Management – Directors and Executive Officers’’.
Release of funds in trust account on closing of our initial business combination On the closing of our initial business combination, all amounts not previously withdrawn from the trust account will be released to us. We will use these funds to pay amounts due to any stockholders who duly and validly exercise their conversion rights and to pay the underwriters

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their deferred underwriting discount that is equal to 4.0% of the gross proceeds of this offering, or $10.0 million (or $11.5 million if the underwriters’ over-allotment option is exercised in full). The remaining funds released from the trust account to us can be used to pay all or a portion of the purchase price of the business or businesses we acquire in our initial business combination. If our initial business combination is paid for using stock or debt securities, we may use these funds for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.
Liquidation if no initial business combination Our corporate existence automatically terminates 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), unless we amend our amended and restated certificate of incorporation in connection with the completion of our initial business combination prior to such date. As promptly as practicable after such a termination we will adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law. Upon adoption of our plan of distribution, the account agent will commence liquidating the investments constituting the trust account and distribute the proceeds to our public stockholders.
Section 278 of the Delaware General Corporation Law provides that even after we cease our business activities and distribute the balance of the trust account to our public stockholders, our existence will continue for at least three years after our expiration for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against us, and of enabling us gradually to settle and close our business, to dispose of and convey our property, to discharge our liabilities and to distribute to our stockholders any remaining assets, but not for the purpose of continuing the business for which we were organized. Our existence will continue automatically even beyond the three-year period for the purpose of completing the prosecution or defense of suits begun prior to the expiration of the three-year period, until such time as any judgments, orders or decrees resulting from such suits are fully executed. Section 281(b) will require us to pay or make reasonable provision for all then-existing claims and obligations, including all contingent, conditional, or unmatured contractual claims known to us, and to make such provision as will be reasonably likely to be sufficient to provide compensation for any then-pending

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claims and for claims that have not been made known to us or that have not arisen but that, based on facts known to us at the time, are likely to arise or to become known to us within 10 years after the date of dissolution. Payment or reasonable provision for payment of claims will be made in the discretion of the board of directors based on the nature of the claims and other factors deemed relevant by the board of directors. Claims may be satisfied by direct negotiation and payment, purchase of insurance to cover the claims, setting aside money as a reserve for future claims, or otherwise as determined by the board of directors in its discretion. Under Section 281(b), the plan of distribution must provide for all of such claims to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.
If there are insufficient assets to provide for all such claims, the plan must provide that such claims and obligations be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of legally available assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, from the up to $3.0 million of interest income earned on the trust account (net of taxes) available to us for working capital, we cannot assure you that those funds will be sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors, prospective target businesses or other entities with which we execute contracts for providing us with goods, services or financing following consummation of this offering) enter into agreements with us waiving any right, title, interest or claim of any kind in or to any assets held in the trust account, there is no guarantee that they will execute such agreements. It is also possible that such waiver agreements would be held unenforceable, and there is no guarantee that the third parties would not otherwise challenge the agreements and later bring claims against the trust account for amounts owed them. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
Our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of contracted parties, but only if such contracted party does not execute a waiver. As further assurance, the managing members of our sponsor, as identified under ‘‘Principal Stockholders,’’ have agreed to take such reasonable actions as may be necessary to enable our sponsor to comply with this obligation to us, including the

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contribution of additional capital to our sponsor, arranging for financing for our sponsor or a combination of the two. See ‘‘Proposed Business – Effecting our Initial Business Combination; General.’’
We expect that all costs and expenses associated with implementing our plan of distribution, as well as payments to any creditors, will be funded from the up to $3.0 million in interest income on the balance of the trust account (net of taxes) that will be released to us to fund our working capital requirements. If such funds are insufficient, our sponsor has agreed to advance us the funds necessary to complete such liquidation (currently anticipated not to be more than approximately $15,000) and has agreed not to seek repayment for such expenses.
The underwriters have agreed to waive their rights to their deferred underwriting discount held in the trust account in the event we do not consummate a business combination within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) and in such event such amounts will be included within the funds held in the trust account that will be available for distribution to the public stockholders.
Our initial stockholders have agreed to waive their rights to participate in any distribution on their founders’ common stock underlying the founders’ units of the funds held in the trust account if we fail to consummate a business combination within such 24 month or 30 month period, as applicable.
If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering and the initial stockholders’ investment other than the proceeds deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share liquidation amount for the shares issued in this offering will be $9.91 (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full), or $0.09 less than the per-unit offering price of $10.00 (approximately $0.12 less if the underwriters’ over-allotment is exercised in full). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, we cannot assure you that the actual per-share

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liquidation price will not be less than $9.91 (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full).
See ‘‘Proposed Business – Effecting our Initial Business Combination; Liquidation if no business combination.’’
Amended and Restated Certificate of Incorporation As discussed below, there will be specific provisions in our amended and restated certificate of incorporation that may not be amended prior to our consummation of our initial business combination without the approval of the holders of at least 90% of the voting power of our outstanding common stock, including our requirements to seek stockholder approval of an initial business combination and to allow our public stockholders to seek conversion of their shares if they do not approve such initial business combination, as well as the related conversion threshold. The extension to complete our initial business combination will require approval of the majority of the outstanding shares of common stock.
Our amended and restated certificate of incorporation will also provide that we will continue in existence only until 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus). We will only consummate our initial business combination if (i) the initial business combination is approved by a majority of votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock, and (iii) holders owning no more than 30% (minus one share) of our outstanding shares of common stock sold in this offering (on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination) exercise their conversion rights.
See ‘‘Proposed Business – Effecting our Initial Business Combination; Amended and Restated Certificate of Incorporation.’’
Limited payments to insiders There will be no finder’s fees, reimbursements or cash payments made to our sponsor, executive officers, directors, or our or their affiliates for services rendered to us prior to or in connection with the consummation of our initial business combination, other than:

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A payment of an aggregate of $10,000 per month to our sponsor, for office space, secretarial and administrative services; and
Reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating our initial business combination with one or more target businesses, none of which have been incurred to date. There is no limit on the amount of out-of-pocket expenses that could be incurred; provided, however, that to the extent such out-of-pocket expenses exceed the interest income of up to $3.0 million earned on the balance in the trust account (net of taxes) that may be released to us for working capital, such out-of-pocket expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all individual disbursements above $10,000 made to our sponsor, executive officers, directors or our or their affiliates, other than the $10,000 per month payment described above, and any payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.
Audit committee to monitor compliance Effective upon consummation of this offering, we will establish, and will maintain, an audit committee to, among other things, monitor compliance on a quarterly basis with the terms described above and the other terms relating to this offering. If any noncompliance is identified, the audit committee is charged with the immediate responsibility to take all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering. See ‘‘Management – Audit Committee.’’
Determination of offering amount We determined the size of this offering based on the experience of our management team. We also considered the size of the offering to be an amount we believe could be successfully utilized in a business combination. We may utilize the cash proceeds of this offering and the private placement of the sponsor’s warrants, our capital stock, debt or a combination of these as the consideration to be paid in a business combination. Based on the experience of our management team, we believe that this combination of consideration available to us will be sufficient to enable us to pursue opportunities to acquire or combine with one or more companies. We cannot assure you that our belief is correct, that we will be able to successfully identify acquisition candidates, that we will be able to obtain any necessary financing or that we will be able to consummate a transaction with one or more operating companies.

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Risks

We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see ‘‘Proposed Business – Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.’’ You should carefully consider these and the other risks set forth in the section entitled ‘‘Risk Factors.’’

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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. The table does not give effect to the exercise of the underwriters’ over-allotment option. We have not had any significant operations to date, so only balance sheet data is presented.


  As of December 31, 2007
  Actual As Adjusted(1)
  (unaudited)
Balance Sheet Data:    
Working capital (deficiency) $ (98,280 )  $ 25,000 (2) 
Total assets 113,280 257,775,000
Total liabilities 123,280 10,000,000 (3) 
Value of common stock which may be converted to cash (approximately $9.91 per share)(4) 74,324,990
Stockholders’ equity (deficit) (10,000 )  173,450,010
(1) The ‘‘as adjusted’’ information gives effect to the sale of the units in this offering, the sale of the sponsor’s warrants, and the payment of the estimated expenses of this offering. The ‘‘as adjusted’’ total assets include $10.0 million being held in the trust account representing the deferred underwriting discount and assumes no exercise of the public stockholders’ conversion rights.
(2) Represents the $25,000 from the sale of the founders’ units. Does not include the $247,750,000 to be held in the trust account.
(3) Represents deferred underwriters’ discount held in the trust account ($11.5 million if the underwriters’ over-allotment option is exercised in full) payable upon completion of our initial business combination.
(4) If we consummate our initial business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to 30% (minus one share) 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 $9.91 per share (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full)), before payment of the deferred underwriting discount and including accrued interest, net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income previously released to us for working capital requirements, as of two business days prior to the proposed consummation of our initial business combination, divided by the number of shares sold in this offering. We will not consummate any business combination if holders owning more than 30% (minus one share) of our outstanding shares of common stock sold in this offering exercise their conversion rights.

The total assets amount includes $247,750,000 to be held in the trust account ($284,125,000 if the underwriters’ over-allotment option is exercised in full), inlcluding $10.0 million being held in the trust account representing the deferred underwriting discount, which will be available to us as described in this prospectus. If no initial business combination is consummated within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), the proceeds held in the trust account and all interest thereon (net of income taxes on such interest, the amount, if any, paid upon exercise of conversion rights related to an approved extension of the period in which a business combination must occur and interest income of up to $3.0 million on the trust account balance previously released to us to fund our working capital requirements) will be distributed solely to our public stockholders as part of a plan of distribution upon termination of our corporate existence.

We will not proceed with a business combination if public stockholders owning more than 30% (minus one share) of our outstanding shares of common stock sold in this offering vote against the business combination and exercise their conversion rights, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination. Accordingly, we may effect a business combination if public stockholders owning up to 30% (minus one share) of the shares sold in this offering, on a cumulative basis, exercise their conversion rights. If

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this occurred, we would be required to convert to cash up to 30% (minus one share) of the 25,000,000 shares sold in this offering, or 7,499,999 shares of common stock, for an initial per-share conversion price of $9.91 (for an aggregate maximum conversion price of $74,324,990), without taking into account interest earned on the trust account. The actual per-share conversion price will be equal to:

  the amount in the trust account, including all accrued interest after distribution of interest income on the trust account balance to us as described above, as of two business days prior to the proposed consummation of the business combination or two business days prior to the stockholder vote on an extension of the time period within which we must complete our initial business combination, as the case may be,
  divided by the number of shares of common stock sold in this offering (less, in the case of a conversion in connection with the stockholder vote required to approve our initial business combination, the number of shares of common stock converted in connection with any prior extension of the time period within which we must complete our initial business combination).

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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 risks described below.

We are a newly formed development stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently formed development stage company with no operating results, and we will not commence operations until we obtain funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any target business concerning a business combination and may be unable to complete a business combination. As a result, you have a limited basis to evaluate whether we will be able to identify an attractive target business. If we fail to complete a business combination, we will never generate any operating revenues.

We may not be able to consummate a business combination within the required time frame after the date of this prospectus, in which case our corporate existence would cease and we would liquidate our assets.

Pursuant to our amended and restated certificate of incorporation, we have 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) in which to complete an initial business combination. If we fail to consummate our initial business combination within the required time frame, our corporate existence will automatically cease, in accordance with our amended and restated certificate of incorporation, except for the purposes of winding up our affairs and liquidating. The foregoing requirements will be set forth in Article IX of our amended and restated certificate of incorporation and may not be eliminated without the vote of at least 90% of the voting power of our outstanding common stock, except with respect to an extension to complete our initial business combination, which requires approval of the majority of the outstanding shares of common stock, or except in connection with, and upon consummation of, our initial business combination. We may not be able to find suitable target businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any target may be reduced as we approach the deadline for the consummation of our initial business combination. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding our initial business combination, nor taken any direct or indirect actions to locate or search for a target business.

If we liquidate before concluding our initial business combination, our public stockholders would likely receive less than $10.00 per share on our liquidation and our warrants will expire worthless.

If we are unable to complete our initial business combination within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) and must liquidate, the per-share liquidation distribution would likely be less than $10.00 because of the expenses of this offering. If we were unable to conclude our initial business combination and expended all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, net of income taxes payable on such interest and net of up to $3.0 million in interest income on the trust account balance previously released to us to fund working capital requirements, the initial per-share liquidation amount for the shares issued in this offering would be $9.91, or $0.09 less than the per-unit offering price of $10.00. Furthermore, our outstanding warrants are not entitled to participate in a liquidating distribution and the warrants will therefore expire worthless if we liquidate before completing our initial business combination.

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We will have at least 24 months, and may have up to 30 months, to complete an initial business combination. As a result, your funds may be held in the trust account for up to two and a half years if we fail to complete a business combination.

We will have at least 24 months from the date of this prospectus to complete a business combination before we will be required to liquidate and return the funds in the trust account to our public stockholders. If we have entered into a definitive agreement within 24 months from the date of this prospectus, we may seek to extend the date before which we must complete our business combination, to avoid being required to liquidate, beyond those 24 months to up to 30 months by calling a special or annual meeting of our stockholders for the purpose of soliciting their approval for such extension period. If the proposal for the extension to up to 30 months is approved by our stockholders as described in this prospectus, we will have up to an additional 6 months beyond the 24-month period within which to complete our initial business combination. As a result we will be able to hold your funds in the trust account for at least 24 months, and may be able to hold them for up to 30 months from the consummation of this offering, before returning any of your funds from the trust account on liquidation.

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

We intend to require public stockholders who wish to convert their shares to physically tender their stock certificates to our transfer agent prior to the stockholder meeting or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. We will notify investors on a current report on Form 8-K and in our proxy statement related to our initial business combination if we impose this requirement. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If we elect to require physical tender and it takes longer than we anticipate to obtain a physical certificate, stockholders who wish to convert may be unable to obtain physical certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.

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 complete an initial 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 our securities will be listed on the American Stock Exchange, a national securities exchange, and we will have net tangible assets in excess of $5.0 million upon the successful consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the Securities and Exchange Commission, which we refer to throughout this prospectus as the Securities and Exchange Commission, to protect investors in blank check companies, such as Rule 419 under the Securities Act. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete a business combination in some circumstances than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our consummation of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see ‘‘Proposed Business – Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.’’

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Because of our limited resources and structure, we may not be able to consummate an attractive business combination.

We expect to encounter intense competition from entities having business objectives similar to ours, including venture capital funds, leveraged buyout funds, private equity funds and public and private companies (including blank check companies like ours). Many of these entities are well-established and have extensive experience in identifying and effecting business combinations directly or through their 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 should be numerous potential target businesses that we could acquire, 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. The fact that as of April 25, 2008, only 70 of the 149 blank check companies that have gone public in the United States since August 2003 have either consummated a business combination or entered into a definitive agreement for a business combination and 14 companies have failed to complete business combinations and have either dissolved or announced their intention to dissolve and return trust proceeds to their stockholders, may indicate that there are fewer attractive target businesses available to entities like our company 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. Further:

  our obligation to seek stockholder approval of our initial business combination may cause us to be viewed as a less attractive buyer compared to buyers who do not need such approval given the time required to seek such approval and the concomitant potential delay in the consummation of a transaction;
  our obligation to convert into cash up to 30% (minus one share) of the shares of common stock held by public stockholders 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 competitive disadvantage in successfully negotiating our initial business combination. We cannot assure you that we will be able to effectuate a business combination within the required time period. If we are unable to find a suitable target business within the required time period, we will be forced to liquidate.

If the $3.0 million of interest in the trust account (net of taxes) which may be released to us for working capital purposes, are insufficient to allow us to operate for at least the next 30 months, we may be unable to complete our initial business combination.

We believe that, upon closing of this offering, the interest earned on the funds held in the trust account that may be available to us, will be sufficient to allow us to operate for at least the next 30 months, assuming that our initial business combination is not consummated during that time. However, we cannot assure you that our estimate will be accurate. We could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a ‘‘no-shop’’ provision (a provision in letters of intent designed to keep target businesses from ‘‘shopping’’ around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we do not have sufficient proceeds available to cover our expenses, we may be required to obtain additional financing from our executive officers, our directors, our existing stockholders or third parties. Such additional financing may include loans from third parties to cover the costs associated with the search for and consummation of an initial business combination, although

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we currently have no intention of obtaining third party loans. We would seek to have any third party lenders waive any claim to any assets held in the trust account for the benefit of the public stockholders. We may not be able to obtain additional financing. None of our executive officers, directors or existing stockholders are obligated to provide any additional financing. If we do not have sufficient proceeds and are unable to obtain additional financing, we may be required to liquidate prior to consummating an initial business combination.

We have at least six months longer than most other blank check companies to effect a business combination and therefore, the proceeds of this offering may remain in trust for a longer period of time before they are released to you.

The period of time we have to complete an initial business combination is longer than blank check companies subject to Rule 419, which have 18 months to complete an initial business combination, or other special purpose acquisition companies, which typically have 18 or 24 months to complete an initial business combination. As a result, if we do not complete an initial business combination, the proceeds of this offering will remain in trust for a longer period of time before they are released to you.

Public stockholders, together with any affiliates of theirs 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.

When we seek stockholder approval of any business combination or the extension of the time period within which we must consummate an initial business combination, we will offer each holder of shares purchased in this offering the right to have its shares of common stock converted to cash if the public stockholder votes against the business combination and the business combination or the extension period is approved and, in the case of the initial business combination, consummated. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is 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, on a cumulative basis, which includes any exercise of conversion rights in connection with either the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination or the stockholder vote required to approve our initial business combination. Shares converted in connection with the vote on an extension of the time period within which we must complete our initial business combination and in connection with the vote on the business combination will be aggregated for purposes of this 10% limit. 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 an extension period and request conversion of your shares of common stock, and such proposed business combination or extension period 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.

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

We must conduct a due diligence investigation of the target businesses we intend to acquire or combine with. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who may be involved in the due diligence process. Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in us reporting losses. Even if our

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due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

A decline in interest rates could limit the amount available to fund our search for a target business or businesses and complete our initial business combination since we will depend on interest earned on the trust account to fund our search, to pay our taxes and to complete our initial business combination.

None of the net proceeds of this offering will be available to us outside the trust account after the closing date of this offering to fund our future working capital requirements. We will depend on sufficient interest being earned on the proceeds held in the trust account to provide us with up to $3.0 million (net of taxes) of additional working capital we will need to identify one or more target businesses and to complete our initial business combination, as well as to pay any taxes that we may owe. Although we do not know the exact rate of interest to be earned on the trust account, we believe that the recent historical interest rates of U.S. Treasury Bills with less than six months maturities are indicative of the interest to be earned on the funds in the trust account. According to the Federal Reserve Statistic Release dated April 28, 2008, referencing historical interest rate data which appears on the Federal Reserve website, U.S. Treasury Bills with four week, three month and six month maturities were yielding, as of the week ended April 25, 2008, 0.78%, 1.24% and 1.62% per annum, respectively. While we cannot assure you that 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. A substantial decline in interest rates may result in our having insufficient funds available with which to structure, negotiate or close our initial business combination. In such event, we would need to borrow funds from our sponsor or management team to operate or may be forced to liquidate. Neither our sponsor nor our management team is under any obligation to advance funds in such circumstances.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders may be less than the initial $9.91 per share held in the trust account.

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 vendors, target businesses and other entities with which we do business execute agreements waiving any right, title, interest or claim of any kind in or to any assets held in the trust account, there is no guarantee that they will execute such agreements, and the execution of such an agreement is not a condition to our doing business with anyone. Even if they do execute such agreements, they would not be prevented from bringing claims against the trust account. There is also no guarantee that a court would uphold the validity of such waivers and if a court failed to uphold the validity of such waivers, we would not be indemnified by the sponsor. Further, we could be subject to claims from parties not in contract with us who have not executed a waiver, such as tortious interference as a result of our initial business combination. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of our public stockholders and, as a result, the per-share liquidation amount would be less than $9.91 due to claims of such creditors. Our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of contracted parties, but only if such contracted party does not execute a waiver. Accordingly, if a claim brought by a target business or vendor or other entity did not exceed the amount of funds available to be released to us from interest earned on the trust account balance, our sponsor would not have any obligation to indemnify such claims as they would be paid from such available funds. Even if a claim exceeded such amounts, there will be no liability as to claimed amounts owed to a third party who executed a waiver, even if such waiver is subsequently found to be invalid or unenforceable. As further assurance, the managing members of our sponsor have agreed to take such reasonable actions as may be necessary to enable our sponsor to comply with this obligation to us, including the contribution of additional capital to our sponsor, arranging for

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financing for our sponsor or a combination of the two. Based upon representations from our sponsor as to its accredited investor status (as such term is defined in Regulation D under the Securities Act) and that it has sufficient funds available to it to satisfy its indemnification obligations, we believe our sponsor will be able to satisfy any indemnification obligations that may arise given the limited nature of the obligations. However, in the event our sponsor has liability to us under these indemnification arrangements, we cannot assure you that it will be able to satisfy its obligations.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you that we will be able to return to our public stockholders the liquidation amounts described in this prospectus.

Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

Our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of contracted parties, but only if such contracted party does not execute a waiver. As further assurance, the managing members of our sponsor have agreed to take such reasonable actions as may be necessary to enable our sponsor to comply with this obligation to us, including the contribution of additional capital to our sponsor, arranging for financing for our sponsor or a combination of the two. In the event that the proceeds in the trust account are reduced and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take action on our behalf against our sponsor to enforce its indemnification obligations, it is possible that our independent directors in exercising their business judgment may choose not to do so in a particular instance. If our independent directors choose not to enforce the indemnification obligations of our sponsor, the amount of funds in the trust account available for distribution to our public stockholders may be reduced and the per share liquidation amount could be less than the initial $9.91 per share held in the trust account.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.

A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment Company Act of 1940. Since we will invest the proceeds held in the trust account, it is possible that we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities will subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust may be invested by the account agent only in United States ‘‘government securities,’’ defined as any Treasury Bill 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 of 1940 that only invest in ‘‘government securities’’ having a maturity of 180 days or less. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940.

If we are nevertheless deemed to be an investment company under the Investment Company Act of 1940, as amended, our activities may be restricted, including:

  restrictions on the nature of our investments; and
  restrictions on the issuance of securities,

each of which may make it difficult for us to complete a business combination.

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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.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, upon completion of this offering, we will be required to comply with certain Securities and Exchange Commission and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, by any of the persons referred to above could have a material adverse effect on our business and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution conducted in accordance with the Delaware General Corporation Law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after we liquidate; therefore, we do not intend to comply with those procedures.

Because we will not be complying with those procedures, we are required, pursuant to Section 281(b) of the Delaware General Corporation Law, to adopt a plan of distribution that will reasonably provide for our payment, based on facts known to us at such time, of (i) all existing claims including those that are contingent, (ii) all pending proceedings to which we are a party and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time and for any claims that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the most likely claims, if any, to arise would be from our vendors that we engage after the closing of this offering (such as accountants, lawyers, investment bankers, etc.) and target businesses. If our plan of distribution complies with Section 281(b) of the Delaware General Corporation Law, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share or the amount distributed to the stockholder. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

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If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a ‘‘preferential transfer’’ or a ‘‘fraudulent conveyance.’’ As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the then-remaining proceeds held in the trust account to our public stockholders promptly after our liquidation in the event our initial business combination has not been consummated within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), such distributions may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Also, our board of directors may be viewed as having breached its fiduciary duties to our creditors and/or acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, which may expose the board and our company to claims of punitive damages. We cannot assure you that claims will not be brought against us for these reasons.

We are not registering the issuance of our shares of common stock underlying the warrants at this time. Although we have agreed to file a registration statement registering such shares prior to the time the warrants become exercisable, an effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to expire worthless.

No warrant held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless, at the time such holder seeks to exercise such warrant, we have a registration statement under the Securities Act in effect covering the issuance of our shares of common stock underlying the warrants and a current prospectus relating thereto. Under the terms of the warrant agreement, we have agreed to use our best efforts to file and have a registration statement in effect covering the issuance of our shares of common stock underlying the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to the common stock underlying the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so, and if we do not maintain a current prospectus related to the issuance of our common stock underlying the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the issuance of our common stock underlying the warrants is not current, the warrants held by public stockholders may have no value, we will have no obligation to settle the exercise of warrants, the market for such warrants may be limited, such warrants may expire worthless and, as a result, an investor may have paid the full unit price solely for the shares of common stock included in the units. Under no circumstances will we be obligated to net cash settle any warrants. Although the shares of common stock issuable pursuant to the sponsor’s warrants may or may not be issued pursuant to a registration statement, the warrant agreement provides that the sponsor’s warrants may not be exercised unless a registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering is effective and a related current prospectus is available.

An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No warrants will be exercisable and we will not be obligated to issue shares of common stock unless the common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Because the exemptions from qualification in certain states for resales of warrants and for issuances of common stock by the issuer upon exercise of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance of common stock upon an exercise and the holder will be precluded from exercise of the warrant. At the time that the warrants become exercisable (following the later of our completion of an initial business combination or 12 months from the date of this prospectus), we expect to either continue to be listed on a national securities exchange, which would provide an exemption from registration in every state, or we would register the warrants in every state (or seek another exemption from registration in such states). Accordingly,

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we believe holders in every state will be able to exercise their warrants as long as our prospectus relating to the issuance of our common stock underlying the warrants is current. However, we cannot assure you that this will be the case. As a result, the warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants and they may expire worthless if the common stock issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

Since we have not yet selected a target business with which to complete our initial business combination, you will be unable to currently ascertain the merits or risks of the business’ operations.

Because we have not yet identified a target business, investors in this offering currently have no basis to evaluate the possible merits or risks of the target business’ operations. To the extent we complete a business combination with a financially unstable company or an entity in its development stage, we may be affected by numerous risks inherent in the business operations of such entities. Although our management will evaluate the risks inherent in a particular target business, we cannot assure you that they will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a target business. Except for the limitation that a target business have a fair market value of at least 80% of the balance in the trust account (excluding the deferred underwriting discount), we will have virtually unrestricted flexibility in identifying and selecting a prospective business combination candidate.

Your only opportunity to evaluate and affect the investment decision regarding a potential initial business combination will be limited to voting for or against our initial business combination submitted to our stockholders for approval and, if you vote ‘‘no,’’ exercising your conversion right.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Accordingly, your only opportunity to evaluate and affect the investment decision regarding a potential initial business combination will be limited to voting for or against our initial business combination submitted to our stockholders for approval and, if you vote ‘‘no,’’ exercising your conversion right. A proposal that you vote against could still be approved if a sufficient number of stockholders vote for the proposed initial business combination, and unless you exercise your conversion right or sell your shares, you will remain a stockholder. Alternatively, a proposal that you vote for could still be rejected, even if approved by the affirmative vote of a majority of the votes cast by our stockholders at a duly held stockholders meeting, if holders owning more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, elect to exercise their conversion rights.

We may not obtain an opinion from an unaffiliated third party as to the fair market value of acquisition candidates or the fairness of the transaction to our stockholders.

We are not required to obtain an opinion from an unaffiliated third party that the price we are paying is fair to our public stockholders, except in limited cases involving the acquisitions of an affiliated entity. In addition, we are not required to obtain an opinion from an unaffiliated third party that any initial business combination we select has a fair market value of at least 80% of the amount held in the trust account (excluding the deferred underwriting discount), the threshold value to constitute our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an unaffiliated, independent investment banking firm which is subject to oversight by FINRA as to the fair market value. The willingness of an investment banking firm to provide for such reliance directly by the stockholders acquiring units in this offering would be a factor considered by us in selecting an independent investment banking firm, but will not be a condition or a necessary requirement to our selection of any such firm. If no opinion is obtained, our public stockholders will be relying solely on the judgment of our board of directors.

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We may issue additional common or preferred shares to complete our initial business combination or under an employee incentive plan after consummation of our initial business combination, which would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation, which we intend to adopt prior to the closing, 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, there will be 68,750,000 (assuming that the underwriters have not exercised their over-allotment option) authorized but unissued shares of common stock available for issuance, of which 37,250,000 shares have been reserved for issuance upon the exercise of outstanding warrants. We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after consummation of our initial business combination. The issuance of additional shares of common or preferred stock:

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

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

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

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

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

It is anticipated that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control, such as if a majority of our stockholders do not approve an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence or the number of our public stockholders that vote against the business combination and opt to have us repurchase their stock represent more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a

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cumulative basis, even if holders of a majority of votes cast by our public stockholders at a duly held stockholders meeting approve the business combination. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, including Messrs. Nechamkin, Hubbard and Thurmond, some of whom may not remain with us following our initial business combination.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel, including Mr. Nechamkin, our chairman of the board, Mr. Hubbard, our chief executive officer and president, and Mr. Thurmond, our chief financial officer and secretary. We believe that our success depends on the continued service of these individuals, at least until we have consummated a business combination. We cannot assure you that these individuals will remain with us for the immediate or foreseeable future. In addition, none of our executive officers are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities, including identifying business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our executive officers. The unexpected loss of the services of our key personnel could have a detrimental effect on us.

The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following a business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the Securities and Exchange Commission, which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the consummation of a business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any business combination. There is no certainty, however, that any of our key personnel will remain with the combined company after the consummation of a business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

The officers and directors of an acquisition candidate may resign upon consummation of a business combination.

The role of an acquisition candidate’s key personnel upon the consummation of a business combination cannot be ascertained at this time. Although we expect that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

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following a business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

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

Unless we consummate our initial business combination, our executive officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of interest income from the trust account up to a maximum of $3.0 million (net of taxes) that may be released to us as working capital. Our executive officers and directors may, as part of any business combination, negotiate the repayment of some or all of any such excess expenses. We do not have a policy that prohibits our executive officers and directors from negotiating for the reimbursement of such expenses by a target business. If the owners of the target business do not agree to such repayment, this could cause our management to view such business combination unfavorably, thereby resulting in a conflict of interest. The financial interest of our executive officers or directors could influence our executive officers’ and directors’ motivation in selecting a target business and therefore there may be a conflict of interest when determining whether a particular business combination is in the stockholders’ best interest.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate a business combination.

Our executive officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. While we cannot predict the exact number of hours per week each executive officer or director will devote, we presently expect each of our executive officers and directors to devote such amount of time as they reasonably believe is necessary to our business. 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 and are not obligated to devote any specific number of hours to our affairs. If our executive officers’ and directors’ 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 have a negative impact on our ability to consummate a business combination. We cannot assure you that these conflicts will be resolved in our favor.

Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us. In the event that any of our executive officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she would be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our executive officers and our sponsor has agreed, until the earliest of a business combination, 24 months from the date of this prospectus (or up to 30 months if an extension is approved by our stockholders) or such time as he ceases to be an executive officer or, in the case of the sponsor, a stockholder, to present to our company for our consideration, prior to presentation to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest (meaning more than 50% of the voting securities of the target company) in a company that is not publicly traded on a stock exchange or over-the-counter market and that has an enterprise value in excess of $200 million, subject to fiduciary duties owed by our officers as directors on the boards of directors of companies on which they serve, which are identified in their biographies appearing under ‘‘Management – Directors and Executive officers’’.

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None of our executive officers are currently involved in other blank check companies. However, our executive officers may become involved with subsequent blank check companies similar to our company, although they have agreed not to participate in the formation of, or become an officer or director of, any blank check company that is focused on effecting a business combination with a company in the energy, power and related industries until we have entered into a definitive agreement regarding our initial business combination. As discussed above, our executive officers and our sponsor may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We cannot assure you that these conflicts will be resolved in our favor or that a target business would not be presented to another entity prior to its presentation to us.

Certain of our executive officers and directors, directly or indirectly, own shares of our common stock issued prior to this offering and some of them indirectly will own warrants following this offering. These shares and warrants will not participate in liquidation distributions if our initial business combination is not consummated and, therefore, our executive officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

Certain of our executive officers and directors, directly or indirectly, own shares of our common stock issued prior to this offering. On December 27, 2007, our sponsor, Orbit Holdings, LLC, of which Mr. Nechamkin, our chairman of the board, is a managing member, purchased an aggregate of 7,187,500 founders’ units for a purchase price of $25,000, or approximately $0.003 per unit. Our sponsor has transferred an aggregate of 86,250 shares of founders’ common stock to Michael Childers, David E. Constable and Jerry R. Repass, each of whom has agreed to serve on our board of directors upon the closing of this offering. In addition, our sponsor has committed to purchase 6,000,000 sponsor’s warrants simultaneously with the consummation of this offering. Our sponsor and such individuals have waived their rights to receive distributions with respect to the common stock underlying the founders’ units upon our liquidation if we are unable to consummate a business combination, and the sponsor’s warrants and the warrants underlying the founders’ units will expire worthless if we do not consummate our initial business combination. Accordingly, the founders’ units and the sponsor’s warrants will be worthless if we do not consummate our initial business combination within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), resulting in potentially significant losses for our initial stockholders. Furthermore, the $6.0 million purchase price of the sponsor’s warrants will be held in the trust account and will be distributed to our public stockholders in the event of our liquidation.

The personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our initial stockholders’ desire to avoid rendering their securities worthless and our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest. The conflict of interest will increase as we approach the 24th month or 30th month, as applicable, following the consummation of this offering and we have not consummated a business combination.

The American 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 American Stock Exchange, a national securities exchange, upon consummation of this offering. Although after giving effect to this offering we expect to meet the minimum initial listing standards set forth in Section 101(c) of the American Stock Exchange Company Guide, which only requires that we meet certain requirements relating to stockholders’ equity, market capitalization, aggregate market value of publicly held shares and distribution requirements, we cannot assure you that our securities will continue to be listed on the American Stock Exchange in the future prior to an initial business combination. Additionally, in connection with our initial business combination, it is likely that the American Stock Exchange will require us to file a new initial listing application and meet its initial listing requirements as opposed to

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its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the American Stock Exchange 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;
  reduced liquidity with respect to 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, 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; and
  a decreased ability to issue additional securities or obtain additional financing in the future.

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

Our initial business combination must be with one or more target businesses having a fair market value of at least 80% of the balance in the trust account (excluding the deferred underwriting discount) at the time of the signing of a definitive agreement in connection with our initial business combination, although this may entail the simultaneous acquisitions of several businesses or assets at the same time. However, we may not be able to acquire more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the Securities and Exchange Commission that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By consummating an initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

  solely dependent upon the performance of a single business, or
  dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination and may expose us to higher risk than other entities that have the resources to complete several business combinations or that have diversified operations.

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

In pursuing our acquisition strategy, we may seek to effect our initial business combination with a privately held company. By definition, very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information.

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The ability of our public stockholders to exercise their conversion rights, on a cumulative basis, may not allow us to consummate a desirable initial business combination or optimize our capital structure.

When we seek the approval of our public stockholders for our initial business combination or an extension of the time period within which we must complete an initial business combination, each public stockholder will have the right to elect to convert its shares for cash if such public stockholder votes against our initial business combination or the extension period, timely exercises its conversion rights, our initial business combination or the extension period is approved, and in the case of the business combination it is also consummated and the public stockholder holds its shares through the consummation of our initial business combination. Such holder must both vote against such business combination or the extension period and elect to convert its shares by notifying us of such election to convert at the appropriate time, as described in the proxy materials. In the case of the initial business combination, we will be permitted to proceed with our initial business combination only if we are able to confirm that we have sufficient funds to pay the consideration to close the business combination plus all sums due to our public stockholders who vote against the business combination and duly exercise their right to elect to convert their shares for cash. Accordingly, 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 public stockholders may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment upon conversion, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of public stockholders exercise their conversion rights than we expect. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing for either situation. Additionally, even if our business combination does not require us to use substantially all of our cash to pay the purchase price, if a significant number of stockholders exercise their conversion rights, we will have less cash available to use in furthering our business plans following a business combination and may need to arrange third party financing. We cannot assure you that we will be able to obtain such third party financing on terms favorable to us or at all. Therefore, we may not be able to consummate an initial business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or we may be required to incur an amount of leverage that is not optimal for our business combination. In addition, we will not consummate an initial business combination if holders of more than 30% (minus one share) of our outstanding shares of common stock purchased in this offering, on a cumulative basis, exercise their conversion rights. These restrictions may limit our ability to consummate the most attractive business combinations available to us.

We may proceed with an initial business combination even if public stockholders owning up to 30% (minus one share) of the shares sold in this offering, on a cumulative basis, exercise their conversion rights. This requirement may make it easier for us to have an initial business combination approved over stockholder dissent.

We may proceed with an initial business combination as long as public stockholders owning no more than 30% (minus one share) of the shares sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, both vote against the business combination and exercise their conversion rights. Accordingly, public stockholders holding up to 30% (minus one share) of the shares sold in this offering, on a cumulative basis, or 7,499,999 shares of our common stock (or 8,624,999 shares of our common stock if the underwriters’ over-allotment option is exercised in full) may both vote against the business combination or the extension of the time period within which we must consummate an initial business combination and exercise their conversion rights and we could still consummate the proposed business combination. Further, each public stockholder, together with any affiliate or other person with whom such public stockholder is 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. We have set the conversion percentage at 30% (minus one share) and imposed the 10% restriction for any one stockholder or group of stockholders in order to reduce the likelihood that a small group of investors holding a block

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of our stock will be able to stop us from completing a business combination and/or extending the time period within which we must consummate our initial business combination even if such business combination or extension is otherwise approved by a large majority of our public stockholders. However, this may have the effect of making it easier for us to have a business combination approved over stockholder dissent than other blank check companies. There are some other offerings similar to ours which include conversion provisions smaller than 30%.

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

Although we believe that the net proceeds of this offering, including the interest earned on the proceeds held in the trust account that may be available to us for a business combination, will be sufficient to allow us to consummate our initial business combination, because we have not yet identified any target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, or the obligation to repurchase for cash a significant number of shares from stockholders who elect conversion in connection with our initial business combination, we will be required to seek additional financing. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate our initial business combination, we would be compelled to either restructure the transaction or abandon that particular initial business combination and seek an alternative target business candidate. Even if we do not need additional financing to consummate our initial business combination we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our executive officers, directors, stockholders or sponsor is required to provide any financing to us in connection with or after our initial business combination.

Our initial stockholders control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

Upon closing of this offering, our initial stockholders will own collectively 20% of our issued and outstanding shares of common stock (assuming they do not purchase any units in this offering). In addition, our sponsor has also agreed to purchase an aggregate of 6,000,000 warrants at a price of $1.00 per warrant in a private placement that will occur simultaneously with the consummation of this offering. The purchase of founders’ units and sponsor’s warrants, together with any other acquisitions of our shares (or warrants which are subsequently exercised), could permit our initial stockholders to effectively influence the outcome of all matters requiring approval of significant corporate transactions, following the consummation of our initial business combination. Our initial stockholders have agreed to vote the founders’ common stock underlying the founders’ units (i) in the same manner as the majority of the votes cast by our public stockholders at a duly held stockholders meeting (a) in connection with the vote required to approve our initial business combination and (b) in connection with the vote required to approve an extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our initial business combination, and (ii) in favor of an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence. Each of our initial stockholders and executive officers has also agreed to vote any shares acquired by them in this offering or in the aftermarket in favor of our initial business combination, in favor of an extension of our corporate existence to up to 30 months from the date of this prospectus and in favor of an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our initial business combination. While our initial stockholders do not intend to purchase units in this offering, they are not prohibited from purchasing units in this offering or purchasing our common stock or units in the secondary market. If they do, our initial stockholders will have an even greater influence on the vote taken in connection with our initial business combination or an extension period.

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Our board of directors is and will be 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 stockholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office until at least 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 sponsor, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, our sponsor will continue to exert control at least until the consummation of our initial business combination.

Our initial stockholders paid us an aggregate of $25,000, or approximately $0.003 per founders’ unit 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 (allocating all of the unit purchase price to the common stock and none to the warrants included in the units) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. Our initial stockholders acquired the founders’ units at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no exercise of the underwriters’ over-allotment option and the resulting forfeiture of 937,500 founders’ units and no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 31.2% or $3.12 per share (the difference between the pro forma net tangible book value per share of $6.89, and the initial offering price of $10.00 per unit).

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability, upon 30 days notice, to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading-day period ending on the third business day prior to proper notice of such redemption provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the issuance of our shares of common stock underlying the warrants and a current prospectus relating thereto. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the sponsor’s warrants will be redeemable by us as long as they are held by the sponsor or any of its permitted transferees and none of the founders’ warrants will be redeemable by us as long as they are held by the initial stockholders or any of their permitted transferees.

Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise its warrant to do so on a ’’cashless basis.’’ In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ’’fair market value’’ and (y) the fair market value. The ’’fair market value’’ shall mean the average reported last sales price of our common stock for the ten trading days ending on the third trading day prior to the date on which notice of redemption is sent to the holders of the warrants. If our management

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chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential ’’upside’’ of the holder’s investment in our company.

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

We will be issuing warrants to purchase 25,000,000 shares of our common stock (or up to 28,750,000 shares of common stock if the underwriters’ over-allotment option is exercised) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will issue in a private placement sponsor’s warrants to purchase 6,000,000 shares of common stock. If we issue common stock to complete our initial business combination, the potential issuance of additional shares of common stock on exercise of these warrants could make us a less attractive acquisition vehicle to some target businesses. This is because exercise of any warrants will increase the number of issued and outstanding shares of our common stock and potentially reduce the value of the shares issued to complete our initial business combination. Our warrants may make it more difficult to complete our initial business combination or increase the purchase price sought by one or more target businesses. Additionally, the sale or possibility of the sale of the shares underlying the warrants could have an adverse effect on the market price for our common stock or our units, or on our ability to obtain other financing. If and to the extent these warrants are exercised, you will experience dilution to your holdings of common stock.

If our initial stockholders or sponsor exercise their registration rights with respect to their founders’ units or sponsor’s warrants and the underlying securities, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect our initial business combination.

Concurrently with the consummation of this offering, we will enter into a registration rights agreement with our initial stockholders with respect to securities held by them from time to time, including the founders’ units and underlying securities and, with respect to our sponsor, the sponsor’s warrants and underlying shares. The registration rights agreement will provide that, in certain instances, the holders (and their affiliates and other permitted transferees) of at least 25% of the then-outstanding securities held by them may require us to register the resale of at least 15% of our securities held by them on a registration statement filed under the Securities Act. The registration rights will become exercisable with respect to the securities at any time after our initial business combination, provided that any such registration statement would not become effective until after the lock-up period applicable to the securities being registered, and provided further that with respect to the founders’ warrants and the sponsor’s warrants, such warrants must also have become exercisable. We will bear the cost of registering the offer and resale of these securities. Assuming the underwriters do not exercise their over-allotment option and the initial stockholders therefore forfeit the 937,500 founders’ units, if the initial stockholders and/or our sponsor exercise their registration rights with respect to all of their securities, then there will be an additional 6,250,000 shares of common stock and 12,250,000 warrants (as well as 12,250,000 shares of common stock underlying the warrants) eligible for trading in the public market. The presence of these additional securities trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate our initial business combination or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into our initial business combination with us or may request a higher price for their securities because of the potential negative effect the exercise of such rights may have on the trading market for our common stock.

The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry and therefore may not accurately reflect the value of your investment.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the

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underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the representatives believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the common stock and warrants underlying the units, include:

  the history and prospects of companies whose principal business is the acquisition of other companies in the energy, power and related sectors;
  prior offerings of those companies;
  our prospects for acquiring an operating business at attractive values;
  a review of debt to equity ratios in leveraged transactions;
  our capital structure;
  an assessment of our management and their experience in identifying operating companies;
  general conditions of the securities markets at the time of this offering; and
  other factors as were deemed relevant.

However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company since we have no historical operations or financial results to use as a basis for valuation. As a result, the offering price of our units may not accurately reflect the value of your investment in our securities.

If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

We may effect our initial business combination with a company located outside of the United States. If we do, we will be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

  rules and regulations or currency conversion or corporate withholding taxes on individuals;
  tariffs and trade barriers;
  regulations related to customs and import/export matters;
  longer payment cycles;
  tax issues, such as tax law changes and variations in tax laws as compared to the United States;
  currency fluctuations and exchange controls;
  challenges in collecting accounts receivable;
  cultural and language differences;
  employment regulations;
  crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
  deterioration of political relations with the United States.

We cannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our operations might suffer.

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If we effect our initial business combination with a company located outside of the United States, substantially all of our assets will likely be located outside the United States, some of our executive officers and directors might reside outside of the United States, the laws applicable to such company may govern our material agreements and we may not be able to enforce our legal rights, effect service of process or enforce judgments of United States courts.

If we effect our initial business combination with a company located outside of the United States, the laws of the country in which such company operates may govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire or combine with a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our executive officers and directors might reside 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 executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under federal securities laws.

There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Investors therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to our reports of operating losses, our identification of one or more target businesses and the evaluation of the market of our proposed business combination or combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. Moreover, if the closing of this offering does not occur this offering will be withdrawn, all subscriptions for the units will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be annulled.

Because we must furnish our stockholders with target business financial statements, we may not be able to complete an initial business combination with some target businesses.

We will provide stockholders with audited financial statements of the target business as part of the proxy solicitation materials sent to stockholders to assist them in evaluating our initial business combination. In all likelihood, these financial statements will need to be prepared in accordance with United States generally accepted accounting principles and audited in accordance with the standards of the Public Company Accounting Oversight Board (‘‘PCAOB’’). We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with United States generally accepted accounting principles and audited in accordance with the standards of the PCAOB or that the target business will be able to prepare its financial statements in accordance with United States generally accepted accounting principles and obtain such an audit. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business. These financial statement requirements may limit the pool of target businesses with which we may combine.

Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act of 2002 (‘‘Sarbanes-Oxley Act’’) requires that we evaluate and report on our system of internal controls and requires that we have such system of internal controls audited beginning with our Annual Report on Form 10-K for the year ending December 31,

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2009. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management’s evaluation of our system of internal controls. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

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

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

  upon closing of this offering, $247,750,000, or $284,125,000 if the underwriters’ over-allotment option is exercised in full (including $6.0 million from the sale of the sponsor’s warrants and $10.0 million in deferred underwriting discount or $11.5 million if the underwriters’ over-allotment option is exercised in full), will be placed into the trust account;
  we shall submit any proposed business combination to our stockholders for approval prior to consummating our initial business combination;
  public stockholders who exercise their conversion rights and vote against our initial business combination or our extension period may convert their shares into a pro rata share of the aggregate amount then on deposit in the trust account if the business combination or the extension period is approved and, in the case of the business combination, is also consummated; provided that a public stockholder, together with any affiliate of his or any other person with whom he is 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;
  we will consummate a business combination only if it has a fair market value equal to at least 80% of the amount held in trust (excluding the deferred underwriting discount of $10.0 million or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination;
  we may not consummate any business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination;
  prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in this offering on a business combination or on the extension of the time period within which we must consummate our initial business combination;
  we will consummate our initial business combination only if (i) the initial business combination is approved by holders of a majority of the votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock, and (iii) public stockholders owning no more than

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  30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, both vote against the business combination and exercise their conversion rights; and
  if we do not consummate our initial business combination within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), our corporate purposes and powers will immediately thereupon be limited to acts and activities related to liquidating and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities.

Our amended and restated certificate of incorporation will require that prior to the consummation of our initial business combination we obtain the consent of the holders of at least 90% of the voting power of our outstanding common stock to amend these provisions, except with respect to the extension to complete our initial business combination, which will require approval of the majority of the outstanding shares of common stock.

Provisions in our amended and restated certificate of incorporation may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

There may be tax consequences to our business combinations that may adversely affect us.

While we expect to undertake any merger or acquisition so as to minimize taxes both to the acquired business and/or asset and us, such a business combination might not meet the statutory requirements of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets. A non-qualifying reorganization could result in the imposition of substantial taxes.

Risks Associated With the Energy, Power and Related Industries

We believe the following risks would apply to us following the completion of a business combination with a target business in the energy, power and related industries.

Fluctuations in energy prices may cause a reduction in the demand or profitability of the products or services we may ultimately produce or offer.

Following a business combination, our revenues, operating results, profitability, future rate of growth and the carrying value of our energy will depend primarily upon the prevailing prices for energy. Historically, energy prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control.

The operations of a business we ultimately acquire may expose us to environmental liabilities.

If our target business with which we effect a business combination has oil or natural gas operations, we will be subject to environmental hazards and risks. Our liability for environmental hazards could include those created either by the previous owners of properties that we purchase or lease or by acquired companies prior to the date we acquire them.  If we are successful in acquiring a

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target business, we expect to maintain insurance against some, but not all, of the risks described above.  Insurance may not be adequate to cover casualty losses or liabilities.  Also, following a business combination, we may not be able to obtain insurance at premium levels that justify its purchase.

Our target business following a business combination and future acquisitions may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities.

Successful acquisitions may require an assessment of a number of factors, including estimates of recoverable reserves, exploration or development potential, future energy prices, operating costs and potential environmental and other liabilities.  Such assessments are inexact and their accuracy is inherently uncertain.  In connection with our assessments, we intend to perform a review of the acquired properties which we believe is generally consistent with industry practices.  However, such a review will not reveal all existing or potential problems.  In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities.  As a result of these factors, we may not be able to acquire energy properties that contain economically recoverable reserves and sources of natural resources or be able to complete such acquisitions on acceptable terms.

Estimates of oil and natural gas reserves are uncertain and may vary substantially from actual production.

There are numerous uncertainties inherent in estimating quantities of proved and probable reserves and in projecting future rates of production and timing of expenditures, including many factors beyond our control. Petroleum engineering is not an exact science. Information relating to proved oil and gas reserves is based upon engineering estimates. Such estimates are, to a large extent, based on interpretations of geologic data obtained from drill holes and other exploration techniques. Producers use feasibility studies to derive estimates of capital and operating costs, expected recovery rates, the costs of comparable facilities, the costs of operating and processing equipment and other factors. Estimates of economically recoverable oil and gas reserves and of future net cash flows necessarily depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effects of regulations by governmental agencies and assumptions concerning future oil and gas prices, future operating costs, severance and excise taxes, capital expenditures and workover and remedial costs, all of which may in fact vary considerably from actual results. For these reasons, estimates of the economically recoverable quantities of oil and gas attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of the future net cash flows expected therefrom prepared by different engineers or by the same engineers at different times may vary substantially. Actual production, revenues and expenditures with respect to reserves will likely vary from estimates, and such variances may be material. Further, it may take many years from the initial phase of exploration before production is possible and, during that time, the economic feasibility of exploiting a discovery may change.

Properties that we buy may not produce as projected and we may be unable to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against them.

One of our growth strategies is to capitalize on opportunistic acquisitions of oil and natural gas reserves. However, our reviews of acquired properties are inherently incomplete, because it generally is not feasible to review in depth every individual property involved in each acquisition. Ordinarily, we will focus our review efforts on the higher value properties and will sample the remainder. However, even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, we often assume certain environmental and other risks and liabilities in connection with acquired properties.

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Following a business combination, failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities.

The energy industry is subject to extensive federal, state, local and foreign laws and regulations related to the general population’s health and safety and those associated with compliance and permitting obligations (including those related to exploration, development, production, transportation, refining, distribution, storage, marketing of oil, natural gas and petroleum products and related activities, the use, storage, handling, discharge, emission and disposal of municipal solid waste and other waste, pollutants or hazardous substances or wastes, or discharges and air and other emissions) as well as land use and development. Existing laws also impose obligations to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination. Compliance with these laws, regulations and obligations could require substantial capital expenditures.  Failure to comply could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities. These costs and liabilities could adversely affect a business’ operations following a business combination. These laws, regulations and obligations could change with the promulgation of new laws and regulations or a change in the interpretation of existing laws and regulations, which could result in substantially similar risks.  Following a business combination, we cannot assure you that we will be able to comply with existing or new regulations.

We will face extensive competition in our industry following a business combination.

Following a business combination, we could operate in a highly competitive environment. We could compete with major and independent oil and natural gas companies, many of whom have financial and other resources substantially in excess of those available to us. These competitors may be better positioned than the business with which we may effect our initial business combination to take advantage of industry opportunities and to withstand changes affecting the industry, such as fluctuations in energy prices and production, the availability of alternative energy and the application of government regulation.

Shortages of critical parts, equipment and skilled labor may adversely affect our operations and development projects following a business combination.

The energy industry has been impacted by increased worldwide demand for critical resources such as input commodities, equipment and skilled labor. These shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.

Following our initial business combination, our operations might be subject to hazards customary to the power generation industry. We may not have adequate insurance to cover all of these hazards.

Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems. In addition to natural risks such as earthquake, flood, lightning strikes, hurricane and wind, other hazards, such as fire, explosion, structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment, contamination of, or damage to, the environment and suspension of operations. The occurrence of any one of these events may result in our being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties. We will maintain an amount of insurance protection that we consider adequate, but we cannot assure you that our insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which we may be subject. A successful claim for which we are not fully insured could hurt our financial results and materially harm our financial condition. Further, due to rising insurance costs and changes in the insurance markets, we cannot assure you that insurance coverage will continue to be available at all or at rates or on terms similar to those presently available to us. Any losses not covered by insurance could have a material adverse effect on our financial condition, results of operations or cash flows.

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Changes in technology may impair the value of power plants.

Research and development activities are ongoing to provide alternative and more efficient technologies to produce power, including fuel cells, clean coal and coal gasification, micro-turbines, photovoltaic (solar) cells and improvements in traditional technologies and equipment, such as more efficient gas turbines, cleaner and safer nuclear or coal power plants, and coal-fired integrated gasification combined-cycle power plants, among others. Advances in these or other technologies could reduce the costs of power production to a level below what we have currently forecasted, which could adversely affect our revenues, results of operations or competitive position. Improvements in transmission technology may reduce transmission constraints but may also improve access of competitors to our markets. Renewable resource technologies receive assistance in commercial implementation through regulatory requirements, subsidies and tax incentives that may adversely affect demand for the output of the power plants and their values.

Competition in wholesale power markets, together with an oversupply of power generation capacity in certain regional markets, may have a material adverse effect on our financial condition, results of operations and cash flows.

If our target business operates in the wholesale power markets, we will have numerous competitors and additional competitors may enter the industry. The power generation business competes with other non-utility generators, regulated utilities, unregulated subsidiaries of regulated utilities and other energy service companies in the sale of energy, as well as in the procurement of fuel, transmission and transportation services. Moreover, aggregate demand for power may be met by generation capacity based on several competing technologies, as well as power generating facilities fueled by alternative or renewable energy sources, including hydroelectric power, synthetic fuels, solar, wind, wood, geothermal, waste heat and solid waste sources. Regulatory initiatives designed to enhance renewable generation could increase competition from these types of facilities. In addition, a buildup of new electric generation facilities in recent years has resulted in an abundance of power generation capacity in certain regional markets.

Following our initial business combination, we could also compete against other energy merchants on the basis of our relative operating skills, financial position and access to credit sources. Energy customers, wholesale energy suppliers and transporters often seek financial guarantees, credit support such as letters of credit, and other assurances that their energy contracts will be satisfied. Companies with which we compete may have greater resources in these areas.

Other factors may contribute to increased competition in wholesale power markets. New forms of capital and competitors have entered the industry in the last several years, including financial investors who perceive that certain asset values are at levels below their true replacement value. Furthermore, mergers and asset reallocations in the industry could create powerful new competitors. Under any scenario, we anticipate that we will face competition from numerous companies in the industry, some of which have advantageous capital structures.

Moreover, many companies in the regulated utility industry, with which the wholesale power generation industries is closely linked, are also restructuring or reviewing their strategies. Several of those companies have discontinued or are discontinuing their unregulated activities and seeking to divest their unregulated subsidiaries. Some of those companies have had, or are attempting to have, their regulated subsidiaries acquire assets out of their or other companies’ unregulated subsidiaries. This may lead to increased competition between the regulated utilities and the unregulated power producers within certain markets. The future of the wholesale power generation industry is unpredictable, but may include restructuring and consolidation within the industry, the sale, bankruptcy or liquidation of certain competitors, the re-regulation of certain markets or a long-term reduction in new investment into the industry. To the extent that competition increases, our financial condition, results of operations and cash flows may be materially adversely affected.

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Following our initial business combination, our costs for compliance with existing environmental laws could be significant, and costs for compliance with new environmental laws could adversely affect our financial condition, results of operations and cash flows.

Following our initial business combination, our business could be subject to extensive and frequently changing environmental regulation by federal, state and local authorities. Such environmental regulation imposes, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances into the environment. Existing environmental laws and regulations may be revised or reinterpreted, new laws and regulations may be adopted or become applicable to us or our facilities, litigation or regulatory or enforcement proceedings could be commenced and future changes in environmental laws and regulations could occur, including potential regulatory and enforcement developments related to air emissions. Proposals currently under consideration could, if and when adopted or enacted, require us to make substantial capital and operating expenditures. If any of these events occur, our business, operations and financial condition could be materially adversely affected.

Moreover, many environmental laws require approvals or permits from governmental authorities for the operation of a power generation facility, before construction or modification of a project may commence or before wastes or other materials may be discharged into the environment. The process for obtaining necessary permits can be lengthy and complex and can sometimes result in the establishment of permit conditions that make the project or activity for which the permit was sought unprofitable or otherwise unattractive. Even where permits are not required, compliance with environmental laws and regulations can require significant capital and operating expenditures. We would be required to comply with numerous environmental laws and regulations, and to obtain numerous governmental permits when we construct, modify and operate our facilities.

With the continuing trend toward stricter standards, greater regulation and more extensive permitting requirements, our capital and operating environmental expenditures following our initial business combination would likely be substantial and may increase in the future. We may not be able to obtain or maintain all required environmental regulatory permits or other approvals that we need to operate our business. If there is a delay in obtaining any required environmental regulatory approvals or permits, or if we fail to obtain or comply with any required approval or permit, the operation of our facilities may be interrupted or become subject to additional costs and, as a result, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Different regional power markets in which we may compete following our initial business combination have changing transmission regulatory structures, which could materially adversely affect our performance in these regions.

If our target business operates in the power generation industries, our financial condition, results of operations and cash flows are likely to be affected by differences in market and transmission regulatory structures in various regional power markets. Problems or delays that may arise in the formation and operation of new or maturing Regional Transmission Organizations (‘‘RTOs’’) and similar market structures, or changes in geographic scope, rules or market operations of existing RTOs, may affect our ability to sell, the prices we receive for or the cost to transmit power produced by our generating facilities. Rules governing the various regional power markets may also change from time to time, which could affect our costs or revenues. We are unable to assess fully the impact that these uncertainties may have on our business, as it remains unclear how RTOs will develop or what regions they will cover.

The operation of power generation plants involves significant risks that could result in unplanned power outages or reduced output, which would adversely affect our results of operations, financial condition or cash flows following our initial business combination.

Following our initial business combination, we might be subject to significant risks associated with operating power generation plants, any of which could adversely affect our revenues, costs, results of operations, financial condition or cash flows. These risks include:

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  operating performance below expected levels of output or efficiency;
  failure of equipment or processes, operator or maintenance errors or other events resulting in power outages or reduced output;
  availability of fuel and fuel transportation;
  disruptions in the transmission or distribution of power; and
  catastrophic events such as fires, hurricanes, explosions, floods, droughts, tornados, lightning strikes, terrorist attacks or other similar occurrences to our facilities or to facilities upon which we may depend.

Unplanned outages of generation units, including extensions of scheduled outages due to mechanical failures or other problems, occur from time to time and are an inherent risk of operating power generation plants. Unplanned outages typically increase operation and maintenance expenses. In addition, an unplanned outage may reduce our revenues as a result of selling fewer megawatt hours or require us to incur significant additional costs as a result of running one of our higher cost units or obtaining replacement power from third parties in the open market to satisfy power sales obligations. As a result, if any one unit were to experience an unexpected failure or unplanned outage, especially during the peak summer season, it may have a material adverse effect on our revenues from operations or our costs of operations following our initial business combination.

The cost of repairing damage to the power generation plants due to storms, lightning strikes, natural disasters and other catastrophic events may adversely affect our results of operations, financial condition or cash flows. The energy industry in the southeastern United States was affected by hurricanes Rita and Katrina leaving severe damage to parts of the natural gas and electricity infrastructure in the State Emergency Response Commission region. These events and future events of this kind could damage the plants and disrupt fuel supply and transmission capability. Such events could also result in adverse changes in the insurance markets or other operating costs and disruptions of power and fuel markets. In addition, power generation plants, fuel supply, fuel transport and transmission capability could be directly or indirectly harmed by future terrorist activity or acts of war. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. The occurrence or risk of occurrence of future terrorist attacks or related acts of war could result in increased securities and insurance costs, adversely affect the U.S. economy or otherwise impact our results of operations and financial condition in unpredictable ways.

The operating results of the power delivery business and the energy businesses fluctuate on a seasonal basis and can be adversely affected by changes in weather.

The power delivery business is seasonal and weather patterns can have a material impact on their operating performance. Demand for electricity is generally higher in the summer months associated with cooling and demand for electricity and natural gas is generally higher in the winter months associated with heating as compared to other times of the year. Accordingly, less revenue and income is generated when weather conditions are milder in the winter and cooler in the summer.

Facilities may not operate as planned or may require significant maintenance expenditures, which could decrease our revenues or increase expenses following our initial business combination.

The operation of transmission, distribution and generation facilities involves many risks, including the breakdown or failure of equipment, accidents, labor disputes and performance below expected levels. Older facilities and equipment, even if maintained in accordance with sound engineering practices, may require significant capital expenditures for additions or upgrades to keep them operating at peak efficiency, to comply with changing environmental requirements, or to provide reliable operations. Natural disasters and weather-related incidents, including tornadoes, hurricanes and snow and ice storms, also can disrupt generation, transmission and distribution delivery systems. Operation of generation, transmission and distribution facilities below expected capacity levels can reduce revenues and result in the incurrence of additional expenses that may not be recoverable from customers or through insurance.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

  our ability to complete our initial business combination;
  our success in retaining or recruiting, or changes required in, our executive officers or directors following our initial business combination;
  our executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
  our ability to obtain additional financing necessary to complete our initial business combination;
  our pool of prospective target businesses;
  the ability of our executive officers and directors to generate a number of attractive potential investment opportunities;
  estimates regarding the operating expenses of our business before and after the consummation of an initial business combination and our expectation that we may require additional financing to fund the operations or growth of the target business or businesses;
  our public securities’ potential liquidity and trading;
  the listing or delisting of our securities from the American Stock Exchange or the ability to have our securities listed on the American Stock Exchange or any other securities exchange following a business combination;
  the use of proceeds available to us from interest income on the trust account balance; or
  our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading ‘‘Risk Factors’’ beginning on page 26. 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.

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. We will update the information in this prospectus as and when required by federal securities laws and regulations.

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USE OF PROCEEDS

We are offering 25,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the sponsor’s warrants (all of which will be deposited into the trust account), will be as set forth in the following table.


  Without Over-
Allotment Option
Over-Allotment
Option Exercised
Gross proceeds    
Gross proceeds from units offered to public $ 250,000,000 $ 287,500,000
Gross proceeds from sponsor’s warrants offered in the private placement 6,000,000 6,000,000
Total gross proceeds $ 256,000,000 $ 293,500,000
Offering expenses    
Underwriting discount (3.0% of gross proceeds, excluding deferred portion)(1) $ 7,500,000 $ 8,625,000
Legal fees and expenses 350,000 350,000
Printing and engraving expenses 75,000 75,000
Accounting fees and expenses 100,000 100,000
SEC registration fee 11,299 11,299
FINRA registration fee 25,500 25,500
American Stock Exchange fees 70,000 70,000
Miscellaneous expenses 118,201 118,201
Total offering expenses $ 8,250,000 $ 9,375,000
Proceeds after offering expenses $ 247,750,000 $ 284,125,000
Held in trust account $ 247,750,000 $ 284,125,000
% of public offering size 99.1 %  98.8 % 
Use of up to $3,000,000 of interest earned on our trust account (net of taxes payable) that may be released to us to cover operating expenses(2) Amount % of Total
Legal, accounting and other expenses in connection with any business combination $ 2,300,000 77 % 
Legal and accounting fees related to regulatory reporting obligations 100,000 3 % 
Payment for office space, secretarial and administrative services 300,000 10 % 
Working capital to cover miscellaneous expenses 300,000 10 % 
Total $ 3,000,000 100.0 % 
(1) The underwriters have agreed to defer $10.0 million of their underwriting discount (or $11.5 million if the underwriters’ over-allotment option is exercised in full), which equals 4.0% of the gross proceeds of this offering, until consummation of our initial business combination. Upon consummation of our initial business combination, the amount of the underwriters’ deferred discount will be paid to the underwriters from the funds held in the trust account, and the remaining funds will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs, general corporate purposes, payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital.
(2) These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein.

Assuming a 20% increase in the size of this offering, the per-share conversion or liquidation amount could decrease by as much as $0.03 (or $0.05 if the underwriters’ over-allotment option is exercised in full).

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A total of $247,750,000 (or $284,125,000 if the underwriters’ over-allotment option is exercised in full) of the net proceeds from this offering and the sale of the sponsor’s warrants described in this prospectus, including $10.0 million (or $11.5 million if the underwriters’ over-allotment option is exercised in full) of deferred underwriting discount, will be placed in the trust account maintained by The Bank of New York, as account agent. Except for a portion of the interest income that may be released to us, or used to pay taxes, the proceeds held in trust will not be released from the trust account until the earlier of the completion of our initial business combination or our liquidation. All amounts held in the trust account that are not paid to public stockholders who elect to exercise their conversion rights, released to us as interest income or used to pay taxes, will be released promptly after closing of our initial business combination with one or more target businesses which collectively have a fair market value of at least 80% of the balance in the trust account (excluding the deferred underwriting discount of $10.0 million (or $11.5 million if the underwriters’ over-allotment option is exercised in full)) at the time of the signing of a definitive agreement in connection with our initial business combination. We will only consummate our initial business combination if (i) the initial business combination is approved by a majority of votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock, and (iii) holders owning no more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, exercise their conversion rights. We will only consummate an initial business combination in which we become the controlling stockholder of the target. The key factor that we will rely on in determining controlling stockholder status will be our acquisition of more than 50% of the voting equity interests of the target company. We will not consider any transaction that does not meet such criteria. Upon release of funds from the trust account and after payment of the conversion price to any public stockholders who exercise their conversion rights, the underwriters will receive their deferred underwriting discount, and the remaining funds will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial combination occurs. If the business combination is paid for using our capital stock or debt securities, we may apply the cash released to us from the trust account to general corporate purposes, including for maintenance or expansion of operations of acquired business or businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies, or for working capital.

We expect that due diligence of prospective target businesses will be performed by some or all of the members of our management team and may include engaging market research firms and/or third party consultants. Members of our management team, or their affiliates or associates, will not receive, earn or be paid or awarded any compensation for their due diligence of prospective target businesses, but will be reimbursed for any out-of-pocket expenses (such as travel expenses) incurred in connection with such due diligence activities. Our audit committee will review and approve all individual reimbursements above $10,000 made to any member of our management team, or their affiliates or associates, and any expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

We believe that interest income of up to $3.0 million earned on the trust account balance, net of taxes, that may be released to us will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that in-depth due diligence will be undertaken only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. Although we do not know the rate of interest to be earned on the trust account and are unable to predict an exact amount of time it will take to complete any initial business combination, we anticipate that, even at an interest rate of 3% per annum, the interest that will accrue on the trust account during the time it will take to identify a

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target and complete an acquisition will be sufficient to fund our working capital requirements. Given the limited amount of time it will take to generate $3.0 million of interest on the trust account (net of taxes), we anticipate receiving such interest income generally shortly after we incur working capital expenses. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or if interest payments are not available to fund expenses at the time we incur them, we may be required to raise additional capital, the amount, availability and cost of which is currently not ascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our management team, but neither members of our management team nor any other person is under any obligation to advance funds to, or invest in, us. To the extent that our expenses exceed the interest income of up to $3.0 million (net of taxes) that may be released to us from the trust account, such out-of-pocket expenses could not be reimbursed by us unless we consummate an initial business combination. Our executive officers and directors may, as part of any such combination, negotiate the repayment of some or all of the out-of-pocket expenses incurred by them that have not been reimbursed by us prior to the closing of our initial business combination. If the owners of the target business do not agree to such repayment, this could cause our executive officers and directors to view such initial business combination unfavorably and result in a potential conflict of interest.

If we complete our initial business combination, the out-of-pocket expenses incurred by members of our management team prior to the business combination’s closing will become an obligation of the post-combination business, assuming these out-of-pocket expenses have not been reimbursed prior to the closing. These expenses would be a liability of the post-combination business and would be treated in a manner similar to any other account payable of the combined business.

To the extent that our capital stock is used in whole or in part as consideration to effect our initial 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. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

The net proceeds of this offering not immediately required for the purposes set forth above will be invested only in United States ‘‘government securities,’’ defined as any Treasury Bill 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 of 1940 that only invest in ‘‘government securities’’ having a maturity of 180 days or less, so that we are not deemed to be an investment company under the Investment Company Act. Interest income of up to $3.0 million earned on the trust account balance (net of taxes) may be released to us from the trust account to fund a portion of our working capital requirements.

No compensation of any kind (including finder’s and consulting fees) will be paid or awarded by us or a target business to, or earned by, members of our management team or any of their affiliates, for services rendered to us prior to or in connection with the consummation of our initial business combination. However, members of our management team will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying target businesses and performing due diligence on suitable business combinations. To the extent that such expenses exceed the interest income of up to $3.0 million (net of taxes) that is released to us from the trust account, such out-of-pocket expenses would not be reimbursed by us prior to our consummation of our initial business combination. In the event our initial business combination is consummated by us and irrespective of whether such persons remain associated with us, our audit committee and/or our board of directors may determine to reimburse such persons for such expenses. There is no limit on the amount of such expenses reimbursable by us to such persons. A public stockholder will be entitled to receive funds from the trust account only in the event of our liquidation if we fail to complete our initial business combination within the allotted time or if the public stockholder seeks to convert our common shares into cash in connection with our initial

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business combination that the public stockholder voted against and that we actually complete. In no other circumstances will a public stockholder have any right or interest of any kind in or to funds in the trust account.

On completion of our initial business combination, the underwriters will receive the deferred underwriters’ discount held in the trust account. If we do not complete an initial business combination and the account agent must therefore distribute the balance in the trust account, the underwriters have agreed (i) on our liquidation to forfeit any rights or claims to the deferred underwriting discount, including any accrued interest thereon, then in the trust account, and (ii) that the account agent is authorized to distribute the deferred underwriting discount, together with any accrued interest thereon, net of income taxes payable on such interest, to the public stockholders on a pro rata basis.

If the size of this offering is increased or decreased, then the founders’ units, including the founders’ units subject to forfeiture, will be adjusted in the same proportion as such increase or decrease, so that the number of shares of common stock underlying the founders’ units owned by our initial stockholders (assuming none of them purchase units in this offering) after this offering will be equal to 20% of the total number of shares of common stock outstanding after this offering.

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CAPITALIZATION

The following table sets forth our capitalization at December 31, 2007 and as adjusted to give effect to the sale of our units and the sponsor’s warrants and the application of the estimated net proceeds derived from the sale of such securities. The table should be read in conjunction with our summary financial data included on page 24 of this prospectus and the financial statements included elsewhere in this prospectus:


  December 31, 2007
  Actual As Adjusted
  (Unaudited)
Deferred underwriting discount $ —      $ 10,000,000
Common stock, $0.0001 par value, 0 and 7,499,999 of which are subject to possible conversion at conversion value(1) 74,324,990
Stockholders’ equity (deficit):    
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized; 7,187,500 shares issued and outstanding, 23,750,001 shares issued and outstanding (excluding 7,499,999 shares subject to possible conversion), as adjusted 719 2,375 (2) 
Additional paid-in capital(3) 24,281 167,482,635
Private placement of sponsor’s warrants, none issued and outstanding, 6,000,000 warrants issued and outstanding, as adjusted 6,000,000
Deficit accumulated during the development stage (35,000 )  (35,000 ) 
Total stockholders’ equity (deficit) $ (10,000 )  $ 173,450,010
Total capitalization $ (10,000 )  $ 257,775,000
(1) If we consummate our initial business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to 30% (minus one share) 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 $9.91 per share (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full)), before payment of the deferred underwriting discount and including accrued interest, net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income previously released to us for working capital requirements, as of two business days prior to the proposed consummation of our initial business combination or two business days prior to the stockholder vote on an extension of the time period within which we must complete our initial business combination, as the case may be, divided by the number of shares sold in this offering (less, in the case of a conversion in connection with the stockholder vote required to approve our initial business combination, the number of shares of common stock converted in connection with any prior extension of the time period within which we must complete our initial business combination). We will not consummate any business combination if holders of 30% or more (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, exercise their conversion rights.
(2) Assumes the underwriters’ over-allotment option has not been exercised and an aggregate of up to 937,500 shares held by our initial stockholders have been forfeited as a result thereof.
(3) Excludes $10 million payable to the underwriters for deferred underwriting discounts and commissions from the funds to be placed in the trust account.

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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 we are offering pursuant to this prospectus or the sponsor’s warrants, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the sponsor’s 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 repurchased for cash), by the number of outstanding shares of our common stock.

At December 31, 2007, our net tangible book value was a deficiency of $(98,280), or approximately $(.01) per share of common stock. After giving effect to the sale of 25,000,000 shares of common stock included in the units we are offering by this prospectus, the sale of the 6,000,000 sponsor’s warrants and the deduction of underwriting discount and estimated expenses of this offering, our pro forma net tangible book value at December 31, 2007 would have been $163,415,010 or $6.88 per share, representing an immediate increase in net tangible book value of $6.89 per share to the initial stockholders as of the date of this prospectus and an immediate dilution of $3.12 per share or 31.2% to our public stockholders.

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


Public offering price   $ 10.00
Net tangible book value before this offering $ (.01 )   
Increase attributable to public stockholders 6.89  
Pro forma net tangible book value after this offering and the sale of the sponsor’s warrants   $ 6.88
Dilution to public stockholders   $ 3.12

The following table sets forth information with respect to our initial stockholders and the public stockholders assuming that the underwriters’ over-allotment option has not been exercised:


  Shares Purchased Total Consideration  
  Number Percentage Amount Percentage Average Price
Per Share
Initial Stockholders(1) 6,250,000 20 %  $ 25,000 0.01 %  $ 0.004
Public Stockholders 25,000,000 80 %  $ 250,000,000 99.99 %  $ 10.00
  31,250,000 100.0 %  $ 250,025,000 100.0 %   

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


Numerator:  
Net tangible book value before this offering and the sale of the sponsor’s warrants $ (98,280 ) 
Net proceeds from this offering and sale of the sponsor’s warrants 247,750,000
Offering costs excluded from net tangible book value before this offering 88,280
Less: deferred underwriters’ discount payable 10,000,000
Less: Proceeds held in trust subject to conversion to cash ($9.91 x 7,499,999 shares) 74,324,990
  $ 163,415,010
Denominator:  
Shares of common stock outstanding prior to this offering(1) 6,250,000
Shares of common stock included in the units offered 25,000,000
Less: Shares subject to conversion 7,499,999
  23,750,001
(1) Assumes no exercise of the underwriters’ over-allotment option and the resulting forfeiture of up to 937,500 shares held by our initial stockholders.

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DIVIDEND POLICY

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

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

Overview

We are a blank check company formed under the laws of the State of Delaware on December 13, 2007. We were formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. We will focus on an acquisition or acquisitions in the energy, power and related industries, but we may effect a business combination with a company outside these industries if an attractive acquisition opportunity is identified in another industry prior to the time we identify an acquisition opportunity in the energy, power and related industries. We intend to utilize cash, proceeds of this offering, our capital stock, debt or a combination thereof in effecting a business combination. We do not have any specific business combination under current consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding our initial business combination.

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

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

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

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

As indicated in the accompanying financial statements, at December 31, 2007, we had $25,000 in cash and deferred offering costs of $88,280. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to consummate our initial business combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering and the concurrent private sale of the sponsor’s warrants. Following this offering, we will not generate any operating revenues until after completion of our initial business combination, at the

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earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.

Liquidity and Capital Resources

Our liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the founders’ units to our sponsor. We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $750,000, but including the deferred underwriting discount of $10.0 million (or $11.5 million if the underwriters’ over-allotment option is exercised in full), and (ii) the sale of the sponsor’s warrants for a purchase price of $6.0 million, will be $247,750,000 (or $284,125,000 if the underwriters’ over-allotment option is exercised in full). These net proceeds will be held in trust, including the $10.0 million (or $11.5 million if the underwriters’ over-allotment option is exercised in full) of deferred underwriting discount.

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

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

Following consummation of this offering, we believe that the interest income of up to $3.0 million on the balance of the trust account (net of taxes) to be released to us for working capital requirements will be sufficient to allow us to operate for at least the next 30 months, assuming a business combination is not completed during that time. We expect our primary liquidity requirements during that period to include approximately $2.3 million for legal, accounting and other expenses associated with structuring, negotiating and documenting business combinations; approximately $300,000 for office space, secretarial and administrative services payable to our sponsor representing $10,000 per month for up to 30 months; approximately $100,000 for legal and accounting fees related to regulatory reporting requirements; and approximately $300,000 for general working capital that will be used for miscellaneous expenses and reserves, including additional expenses that may be incurred by us in connection with this offering over and above the amounts listed in the section of this prospectus entitled ‘‘Use of Proceeds.’’ These amounts are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. We anticipate that, even at an interest rate of 3% per annum, the interest that will accrue on the trust account during the time it will take to identify a target and complete a business combination will be sufficient to fund our working capital requirements. Given the limited amount of time it will take to generate $3.0 million of interest on the trust account (net of taxes), we anticipate receiving such interest income generally shortly after we incur working capital expenses. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating an initial business combination is less than the actual amount necessary to do so, or if interest payments are not available to fund the expenses at the time we incur them, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable.

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We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we will rely on the interest earned of up to $3.0 million on the trust account (net of taxes) to fund such expenditures and if our estimates of the costs of undertaking in-depth due diligence and negotiating an initial business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination with a target business or businesses having a collective fair market value of at least 80% of the balance in the trust account (excluding the deferred underwriting discount) or because we become obligated to convert into cash a significant number of shares of public stockholders voting against our initial business combination or any extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no limitations on our ability to incur debt or issue securities in order to consummate our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Controls and Procedures

We will be required to comply with the internal control requirements of Section 404 of the Sarbanes-Oxley Act of 2002 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 controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for a business combination may have internal controls that need improvement in areas such as:

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

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

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

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering, including amounts in the trust account, will be invested in United States ‘‘government securities,’’ defined as any Treasury Bill 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

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promulgated under the Investment Company Act of 1940 that only invest in ‘‘government securities’’ having a maturity of 180 days or less. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Related Party Transactions

On December 27, 2007, our sponsor purchased 7,187,500 founders’ units for an aggregate purchase price of $25,000. Gabriel S. Nechamkin, our chairman of the board of directors, is a managing member of our sponsor. Our sponsor has transferred an aggregate of 86,250 shares of founders’ common stock to Michael Childers, David E. Constable and Jerry R. Repass, each of whom has agreed to serve on our board of directors upon the closing of this offering.

We are obligated, commencing on the date of this prospectus, to pay our sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

Our sponsor has committed to purchase an aggregate of 6,000,000 sponsor’s warrants at $1.00 per warrant (for a total purchase price of $6.0 million) from us simultaneously with the closing of this offering. Our sponsor will be permitted to transfer the sponsor’s warrants held by it to our executive officers and directors, and other persons or entities affiliated with our sponsor, including the present and any former members of our sponsor, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as our sponsor. Otherwise, these warrants will not, subject to certain limited exceptions, be transferable or salable by the sponsor until 90 days after the completion of our initial business combination. The sponsor’s warrants will be non-redeemable as long as they are held by the sponsor or any of its permitted transferees. The sponsor’s warrants may also be exercised by the sponsor or any of its permitted transferees for cash or on a cashless basis. In addition, after the consummation of our initial business combination, the sponsor’s warrants and the underlying common stock will be entitled to registration rights under an agreement to be signed concurrently with the consummation of this offering. Otherwise, the sponsor’s warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. Management does not believe that the sale of warrants to the sponsor will result in the recognition of stock-based compensation expense because the warrants are being sold at what is expected to be fair value. However, the actual fair value of the warrants and any stock-based compensation will be determined on the date of issuance, based on the terms of such warrants, including restrictions and transferability, and an analysis of recent market values of similarly structured blank check companies, and, if it is determined that the fair value of the sponsor’s warrants exceeds the $1.00 purchase price, we would record compensation expense for the excess of the fair value of the warrants on the day of purchase over the $1.00 purchase price in accordance with SFAS 123(R).

Our initial stockholders and executive officers will participate in any liquidation distributions with respect to any shares of common stock purchased by them in this offering or in the market following consummation of this offering.

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

As of December 31, 2007, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.

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PROPOSED BUSINESS

Introduction

We are a blank check company formed under the laws of the State of Delaware on December 13, 2007. We were formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses, which we refer to throughout this prospectus as a business combination. We will focus on an acquisition or acquisitions in the energy, power and related industries, but we may effect a business combination with a business outside these industries if an attractive acquisition opportunity is identified in another industry prior to the time we identify an acquisition opportunity in the energy, power and related industries. We believe that these types of companies are in line with the significant combined experience and industry knowledge of our sponsor. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf, contacted or entertained inquiries from any target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not, nor have we engaged or retained any agent or other representative, to conduct any research or take any steps to identify, locate or contact any suitable acquisition candidate.

Business Strategy

We intend to focus our efforts on the energy, power and related industries, but we may effect a business combination with a company outside these industries. Our management team believes there are comparable investment drivers in both the energy, power and related industries, requiring a similar set of technical and operating skills to successfully execute an investment. It is our belief that this management team possesses the core skills and the key relationships required to successfully identify and execute opportunities in these targeted sectors.

We believe the energy and power sectors face unprecedented challenges in the coming years. With the backdrop of record high fuel prices, historic environmental challenges, and sweeping industry structural change, the world’s demand for the reliable supply of gas, oil and electricity continues to expand. While much of the existing energy and power infrastructure is aging, industry participants must keep up with the need for additional capacity, increased reliability, improved power/fuel quality, and lower environmental impact. Given the ever expanding need for energy and power, investment in new and existing power generation, environmental controls, transmission lines, gas transportation and storage, distribution system expansions and upgrades, and the exploration, development and production of new hydrocarbon reserves, is essential. We believe that these challenges and dislocations will create attractive investment opportunities that we will look to take advantage of.

Within the energy industry, we intend to focus our efforts on the following segments:

  Energy Services Businesses:    Services to the energy industry, such as onshore and offshore drilling services and specialized services such as wire line services, geophysical, completion services, drilling fluids, rentals, artificial lift, drill bits, environmental services, specialty chemicals, seismic and water handling services;
  Upstream Sector:    The exploration, development and production of hydrocarbons;
  Midstream Sector:    Oil and natural gas businesses, including gathering, compression, treating, processing, fractionating, transporting, storing, terminaling and distributing of hydrocarbons; and
  Downstream Sector:    The refining and further distribution of hydrocarbons and byproducts. Refined products could include gasoline, diesel, jet fuel, heating oil, asphalt, lubricants, synthetic rubber, plastics, fertilizers, antifreeze, pesticides, pharmaceuticals, and propane.

Within the power industry, we intend to focus our efforts on the following segments:

  Traditional Power Generation:    The generation of electricity from power stations fueled by various natural resources, including coal, natural gas, fuel oil and hydro;

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  Alternative Power Generation:    The generation of electricity from renewable or clean power resources, such as solar, wind, geothermal, biomass, and landfill gas;
  Power Services Businesses:    Services to industries which generate and consume power, such as plant operations and maintenance, transmission line maintenance, operational procedures and programs, training, preventative maintenance, due diligence, safety and environmental, routine and major maintenance, turbine and plant inspection services, power rental services, staffing services, and fuel transportation services; and
  Power Infrastructure:    Transmission and distribution networks.

It is our belief that the size of the energy, power and related industries combined with: (i) the need for significant investments in new and aging existing energy and power infrastructure, and (ii) the ongoing strategic and financial activity within these industries, as reflected in the consistently high level of mergers, acquisitions, joint ventures and partnerships, provides a compelling environment in which to seek business combination opportunities.

While we intend to focus our efforts on identifying target businesses in the energy, power and related industries, in the event that an opportunity is presented to us in another sector, we may pursue it if we conclude that it represents an attractive investment opportunity for us.

We have identified the following general criteria and guidelines that we believe are important in evaluating target businesses. We will use these criteria and guidelines in evaluating business combination opportunities, though we may decide to enter into our initial business combination with a target business that does not meet some or all of these criteria and guidelines, if we believe such target business has the potential to create significant stockholder value.

  Established companies with proven track records.    We will target established companies with strong historical financial performance and focus on companies with a record of strong operating and financial results.
  Companies with hidden value and/or underappreciated upside potential.    We will capitalize on our management team’s experience to identify investment opportunities with high intrinsic value that are positioned to take advantage of future industry developments.
  Strong and sustainable market fundamentals.    We will seek established companies competing in industry sub-sectors and markets with strong and sustainable fundamentals including robust growth prospects, improving supply-demand dynamics and favorable competitive landscape.
  Strong competitive industry position.    We will target a business combination with companies that are well positioned within their respective sectors of the energy, power and related industries, considering growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry.
  Experienced management team.    We will seek companies that have strong, experienced management teams. We will focus on management teams with a proven track record of driving revenue growth, enhancing profitability and generating excellent returns on invested capital. We expect that the industry expertise of our executive officers and directors may in some cases complement, but will not replace, the target’s management team. If deemed necessary, we will look to bolster the expertise of the acquired management through the hiring of additional personnel from our management team’s extensive network of industry contacts.

We have not established any other specific attributes (financial or otherwise) of target businesses. In evaluating a target business, our management may consider a variety of other factors, including one or more of the following:

  financial condition and results of operations;
  cost structure, including income and other taxes;
  growth potential;

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  experience and skill of management and availability of additional personnel;
  capital requirements;
  competitive position;
  barriers to entry;
  stage of development of the business and its products and services;
  existing distribution and the potential for expansion;
  degree of current or potential market acceptance of the products and services;
  proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
  impact of regulation on the business;
  regulatory environment within which the target business operates;
  costs associated with effecting the business combination;
  industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and
  macro competitive dynamics in the industry within which the target business competes.

These factors are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on the above factors as well as other considerations, factors and criteria our management deems relevant to our business objective. In evaluating a target business, we expect to conduct an extensive due diligence review which will encompass, among other things, meetings with management and employees, review of relevant reserve or resource reports, legal and accounting due diligence, limited title review, inspection of facilities, calls with vendors and customers, as well as a review of financial and other information which will be made available to us. We have not, nor has anyone on our behalf, contacted or entertained inquiries from any target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not conducted, nor have we engaged or retained any agent to conduct, any research or take any steps to identify, locate or contact any suitable target business combination candidate.

Our Competitive Strengths

We believe we have the following competitive strengths:

Significant Industry Expertise and Proven Ability to Identify Industry Drivers and Developments/Trends

Members of our management team have developed, constructed, operated and/or raised financing for more than 16 transactions of over 15,000 megawatts of electric generating facilities worldwide. They have successfully identified industry growth sectors and opportunities in various geographic regions throughout the United States. Following are several examples:

  Most recently, Messrs. Hubbard and Thurmond advised on the development, construction and operation of Quail Run Energy Center, a 550 MW natural gas-fired combined-cycle electric generating facility located in Odessa, Texas, and Colorado Bend Energy Center, a 550 MW natural gas-fired combined-cycle electric generating facility located in Wharton, Texas, collectively referred to as Navasota Holdings Texas Partners, L.P. (‘‘Navasota’’). Phase 1 construction of 275 MW at each site was completed in May 2007 with commercial operation in June 2007; phase 2 construction of an additional 275 MW at each site is expected to be complete before the summer of 2008.

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  As senior vice president of development, construction and acquisitions and chief financial officer of Panda Energy International, Inc. (‘‘Panda Energy’’), respectively, Messrs. Hubbard and Thurmond, developed, financed and constructed Gila River Power Station, a 2,200 MW gas-fired combined-cycle electric generating facility located in Gila Bend, Arizona, and Union Power Station, a 2,200 MW gas-fired combined-cycle electric generating facility located near El Dorado, Arkansas, collectively referred to currently as Entegra Power Group (‘‘Entegra’’). The facilities began commercial operations in 2003 and are two of the largest independent natural gas-fired power plants in the United States.
  During their tenure at Panda Energy, Messrs. Hubbard and Thurmond developed, financed and constructed Texas Independent Energy (‘‘TIE’’), which consists of Guadalupe Power Plant, a 1,000 MW gas-fired combined-cycle electric generating facility located in Santa Clara, Texas, and Odessa Power Plant, a 1,000 MW gas-fired combined-cycle electric generating facility located in Odessa, Texas. Both facilities began commercial operations in 2001.
  Mr. Hubbard helped to build North American Energy Services Company (‘‘NAES’’), a firm that is today considered one of the leading plant operations companies in the world, and negotiated multiple operations and maintenance contracts for various generating facilities during his tenure at NAES.

The past experience of our management team does not guarantee that we will be successful in consummating a business combination. There are numerous risks and uncertainties detailed elsewhere in this prospectus that could impact our ability to consummate a business combination outside of the control of such individuals. As a result, we cannot assure you that we will be able to consummate a business combination at all or on terms favorable to us, nor can we guarantee that we will be successful following the consummation of a business combination. In addition, members of our management team are not required to commit their full time, or any specific amount of time, to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We presently expect members of our management team to devote such amount of time as they reasonably believe is necessary to our business.

Proven Ability to Identify, Influence and Create Profitable Investments

Members of our management team have an average of over 20 years experience in the energy and power and securities investing businesses, and have demonstrated a consistent and proven ability to identify, diligence and close successful investment opportunities. As a team, they have invested over $2 billion in energy and power companies in more than 15 transactions over the past 4 years, investing in all types of asset and securities classes, including greenfield developments, distressed corporate securities and distressed assets. Through responsibilities as board members, advisors, and investors, each member of our management team has a proven track record of influencing and creating valuable investments in the energy, power and related industries:

  In response to their perception of the direction of industry fundamentals, Messrs. Hubbard and Thurmond formed Willow Bend Capital Management, LLC (‘‘Willow Bend’’) in 2004, to work with hedge funds on evaluating investments in the power sector. From 2004-2007 Willow Bend’s clients invested in excess of $3 billion of capital in the debt and equity securities of independent power producers.
  Mr. Nechamkin is a senior principal and head of trading of Satellite Asset Management, L.P. (‘‘Satellite’’), which, as of February 1, 2008, is a $6.9 billion institution operating in New York and (through a local subsidiary) in London that pursues a multi-strategy, event focused approach to investing that is driven by disciplined, bottom-up financial research. With over 25 years of experience investing in public and private situations, Mr. Nechamkin will be an important resource for the management team as it evaluates potential transaction opportunities.

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Significant Operating and Management Experience

Members of our management team have significant experience in operating and managing companies in the energy, power and related industries. They have worked successfully as a team for a significant period of time and present a well balanced approach to rapidly identifying business opportunities.

  Since, 1999, Messr’s Hubbard and Thurmond have worked together to develop, construct and operate eight power projects and raise over $4 billion in equity and debt financing for such projects.
  Messrs. Hubbard and Thurmond have worked together with Mr. Nechamkin since 2003 and have successfully invested over $2 billion together in the energy, power and related industries.

Significant Knowledge of Special Purpose Acquisition Companies (‘‘SPACs’’)

Members of our team of professionals have significant experience investing in new and existing SPACs since 2004, investing over $500 million of capital in more than 90 publicly-traded SPACs. We believe that this experience with and keen understanding of investing in and evaluating SPACs and SPAC-sponsored acquisitions will allow us to structure an initial business combination that takes advantage of inherent benefits of the SPAC structure while navigating some of its limitations.

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business 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 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, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital than it would have as a privately-held company and an additional means of providing management incentives consistent with stockholders’ interests. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

Financial position

With a trust account initially in the amount of $247,750,000, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us.

Effecting our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to utilize the cash proceeds of this offering and the

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private placement of the sponsor’s warrants, our capital stock, debt or a combination of the foregoing as the consideration to be paid in our initial business combination. While we have allocated substantially all of the net proceeds of this offering and the private placement of the sponsor’s warrants to completing our initial business combination, the proceeds are not otherwise designated for more specific purposes. Accordingly, prospective investors will at the time of their investment in us not be provided an opportunity to evaluate the specific merits or risks of one or more target businesses. If we engage in our initial business combination with a target business using our capital stock and/or debt financing as the consideration to fund the combination, proceeds from this offering and the private placement of the sponsor’s warrants will then be used to undertake additional business combinations or to pay obligations of the combined business or to fund the operations of the target business on a post-combination basis. We may engage in our initial business combination with a company that does not require significant additional capital but is seeking a public trading market for its shares, and that wants to merge with an already public company to avoid the uncertainties associated with undertaking its own public offering. These uncertainties include time delays, compliance and governance issues, significant expense, a possible loss of voting control, and the risk that market conditions will not be favorable for an initial public offering at the time this offering is ready to be sold. We may seek to effect our initial business combination with more than one target business, although our limited resources may serve as a practical limitation on our ability to do so.

We do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, contacted or entertained inquiries from any target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not conducted, nor have we engaged or retained any agent to conduct, any research or take any steps to identify, locate or contact any suitable business combination candidate.

Prior to completion of an initial business combination, we will seek waivers for the benefit of our public stockholders from all vendors, prospective target businesses or other entities with which we execute contracts for providing us with goods, services or financing. We refer to such parties as contracted parties or a contracted party. Such waivers will provide that the contracted party waives any right, title, interest or claim of any kind in or to any assets held in the trust account. If a potential contracted party were to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant whose particular expertise or skills are believed by management to be superior to those of other consultants who would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. If a contracted party refuses to execute such a waiver, then our sponsor will be obligated, by means of a direct payment to the trust account, to cover the amounts the trust account pays on account of the claims made by such contracted party against the trust account.

The obligation of our sponsor to make payments to the trust account in these circumstances is limited to claims against us by contracted parties who do not execute waivers and specifically excludes any claims by a contracted party who executes a waiver, even if such waiver is subsequently found to be invalid and unenforceable. In addition, an executed waiver is no guarantee that vendors, prospective target businesses or other entities will not bring claims against the trust account, including but not limited to fraudulent inducement, breach of fiduciary responsibility and other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to seek recourse against our assets, including the funds held in the trust account. We could also be subject to claims from parties not in contract with us, such as a third party claiming tortious interference as a result of our initial business combination. As further assurance, the managing members of our sponsor have agreed to take such reasonable actions as may be necessary to enable our sponsor to comply with this obligation to us, including the contribution of additional capital to our sponsor, arranging for financing for our sponsor or a combination of the two. Based on representations made to us by our sponsor, we currently believe that our sponsor has substantial means and is capable of funding a shortfall in our trust account to satisfy its obligations in this respect, but we have not asked our sponsor for any

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security or funds for such an eventuality and we cannot assure you that our sponsor will be able to satisfy those obligations. These obligations may be substantially higher than they currently foresee or expect and/or their financial resources may deteriorate in the future. As a result, the steps outlined above may not effectively mitigate the risk of creditors’ claims reducing the amounts in the trust account.

Subject to the requirements that our initial business combination must be with one or more target businesses whose fair market value, individually or collectively, is at least 80% of the amount held in the trust account (excluding the deferred underwriting discount of $10.0 million or $11.5 million if the underwriters’ over-allotment is exercised in full), we will have virtually unrestricted flexibility in identifying and selecting one or more target businesses. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

Sources of target businesses candidates

We anticipate that target business candidates could be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our executive officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities as a result of the track record and business relationships of our management team. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing executive officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). Also, we will not enter into an initial business combination with any entity that is affiliated with our executive officers, directors or initial stockholders, including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is managed by or otherwise affiliated with such individuals or entities, (ii) an entity in which such individuals or their affiliates are currently passive investors, (iii) an entity in which such individuals or their affiliates are currently officers or directors, or (iv) an entity in which such individuals or their affiliates are currently invested through an investment vehicle controlled by them unless, in each case, we have obtained an opinion from an independent investment banking firm that is a member of FINRA, reasonably acceptable to the representative, and the approval of a majority of our independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view. The investment bank rendering such opinion may or may not agree to address any such opinion directly to our stockholders or otherwise permit them to rely directly on such opinion. While we will consider

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whether such an opinion may be relied on directly by our stockholders, it will not be dispositive as to which investment bank we seek a fairness opinion from. Other factors contributing to our choice of an investment bank to render such opinion are expected to include: reputation of the independent investment bank, specifically their knowledge of the particular industry of our proposed target business, timing and cost.

Selection of a target business and structuring of our initial business combination

Our initial business combination must be with one or more target businesses whose fair market value, individually or collectively, is equal to at least 80% of the balance in the trust account (excluding the deferred underwriting discount of $10.0 million, or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. This may be accomplished by acquiring a single business or multiple operating businesses, which may or may not be related, contemporaneously. In order to consummate such a business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt or equity securities. There are no limitations on our ability to incur debt or issue securities in order to consummate a business combination. If we issue securities in order to consummate a business combination, our stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders own a certain percentage of our company (or, depending on the structure of our initial business combination, an ultimate parent company that may be formed) after our business combination. We have no specific business combination under consideration and we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a target business with which a business combination is not ultimately completed will result in us incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with a business combination.

Fair market value of target business or businesses

Our initial business combination must occur with one or more target businesses that collectively have a fair market value of at least 80% of the balance in the trust account (excluding the deferred underwriting discount of $10.0 million or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. If we acquire less than 100% of a target business in our initial business combination, the aggregate fair market value of the portion we acquire must equal at least 80% of the balance in the trust account (excluding the deferred underwriting discount) at the time of the signing of a definitive agreement in connection with our initial business combination. We may seek to consummate our initial business combination with an initial target business or businesses with a collective fair market value in excess of 80% of the balance in the trust account (excluding the deferred underwriting discount). This may be accomplished by identifying and effecting a business combination with a single business or by identifying and contemporaneously effecting a business combination with multiple operating businesses, which may or may not be related. In order to consummate our initial business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt or equity securities. There are no limitations on our ability to incur debt or issue securities in order to consummate our initial business combination. If we issue securities in order to consummate such an initial business combination, our stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders own a certain percentage of our company (or, depending on the structure of the initial business combination, an ultimate parent company that may be formed) after our business combination. Since we have no

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specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.

In contrast to many other companies with business plans similar to ours that must combine with one or more target businesses that have a fair market value equal to 80% or more of the acquirer’s net assets, we will not combine with a target business or businesses unless the fair market value of such entity or entities meets a minimum valuation threshold of 80% of the amount in the trust account (excluding the deferred underwriting discount of $10.0 million, or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. We have used this criterion to provide investors and our management team with greater certainty as to the fair market value that a target business or businesses must have in order to qualify for our initial business combination with us. The determination of net assets requires an acquirer to have deducted all liabilities from total assets to arrive at the balance of net assets. Given the on-going nature of legal, accounting, stockholder meeting and other expenses that will be incurred immediately before and at the time of our initial business combination, the balance of our total liabilities may be difficult to ascertain at a particular point in time with a high degree of certainty. Accordingly, we have determined to use the valuation threshold of 80% of the amount in the trust account (excluding the deferred underwriting discount of $10.0 million, or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination, for the fair market value of the target business or businesses with which we combine so that our management team will have greater certainty when selecting, and our investors will have greater certainty when voting to approve or disapprove a proposed combination with, a target business or businesses that will meet the minimum valuation criterion for our initial business combination.

The fair market value of a target business or businesses will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, the values of comparable businesses, earnings and cash flow and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA with respect to the satisfaction of such criterion. We expect that any such opinion would be included in our proxy soliciting materials furnished to our stockholders in connection with our initial business combination, and that such independent investment banking firm will be a consenting expert. As the opinion will be addressed to our board of directors for their use in evaluating the transaction, we do not anticipate that our stockholders will be entitled to rely on such opinion. The willingness of an investment banking firm to provide for such reliance directly by the stockholders acquiring units in this offering would be a factor considered by us in selecting an independent investment banking firm. However, as the opinion will be attached to, and thoroughly described in, our proxy soliciting materials, we believe investors will be provided with sufficient information in order to allow them to properly analyze the transaction, whether or not stockholders are entitled to rely on the opinion. Accordingly, the willingness of an independent investment banking firm to allow stockholders to rely on their opinion will not be a condition or a necessary requirement to our selection of any such firm.

We will not be required to obtain an opinion from an investment banking firm as to the fair market value of the business if our board of directors independently determines that the target business or businesses has sufficient fair market value to meet the threshold criterion, or unless the target business is affiliated with any of our sponsor, executive officers or directors or their affiliates, including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is managed by or otherwise affiliated with such individuals, (ii) an entity in which such individuals or their affiliates are currently passive investors, (iii) an entity in which such individuals or their affiliates are currently executive officers or directors, or (iv) an entity in which such individuals or their affiliates are currently invested through an investment vehicle controlled by them.

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Lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must be with one or more target businesses whose collective fair market value is at least equal to 80% of the balance in the trust account (excluding the deferred underwriting discount of $10.0 million, or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. Consequently, we expect to complete only a single initial business combination, although this may entail a simultaneous combination with several operating businesses. At the time of our initial business combination, we may not be able to effect a business combination with more than one target business because of various factors, including complex accounting or financial reporting issues. For example, we may need to present pro forma financial statements reflecting the operations of several target businesses as if they had been combined historically. A simultaneous combination with several target businesses also presents logistical issues such as the need to coordinate the timing of negotiations, proxy statement disclosure and closings. In addition, if conditions to closings with respect to one or more of the target businesses are not satisfied, the fair market value of the businesses, collectively, could fall below the required fair market value threshold of 80% of the balance in the trust account (excluding the deferred underwriting discount of $10.0 million, or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. 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 all other factors appear equal. This means that, for an indefinite period of time, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of diversification may subject us to negative economic, competitive and regulatory developments affecting the energy, power and related industries or other particular industry in which we operate after our initial business combination.

If we determine to effect business combinations simultaneously with several businesses and such businesses are owned by different sellers, we will need for each of the targets to agree that their business combination is contingent on the simultaneous closings of the other business combinations. We could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations if there are multiple sellers, and the additional risks associated with the subsequent assimilation of the operations and services or products of the companies in a single operating business.

If we complete our initial business combination structured as a merger in which the consideration is our stock, we would have a significant amount of cash available to effect additional business combinations following our initial business combination.

Limited ability to evaluate the target’s management team

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

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

Opportunity for stockholder approval of our initial business combination

Prior to the completion of our initial business combination, we will submit a business combination to our stockholders for approval, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable law or regulations. In connection with our initial business combination, we will also submit to our stockholders for approval a proposal to amend our amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination. Any vote to extend our corporate life to continue perpetually following the consummation of our initial business combination will be effective only if such business combination is approved. We will only consummate our initial business combination if (i) the business combination is approved by a majority of votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock and (iii) public stockholders owning no more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, both vote against the business combination and exercise their conversion rights. Our use of a 30% threshold rather than the 20% threshold that is used by many other similar companies may have the effect of making it easier for us to have a business combination approved over stockholder dissent than other blank check companies with a business purpose similar to ours.

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

In connection with the vote required for any business combination, our initial stockholders have agreed to vote their founders’ common stock underlying their founders’ units (i) in the same manner as the majority of the votes cast by our public stockholders at a duly held stockholders meeting (a) in connection with the vote required to approve our initial business combination and (b) in connection with the vote required to approve an extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our initial business combination, and (ii) in favor of an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our initial business combination. In addition, our initial stockholders and executive officers have agreed that they will vote any shares of our common stock they purchase in the open market in, or after, this offering, in favor of our initial business combination, in favor of an extension of our corporate existence to up to 30 months from the date of this prospectus and in favor of an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our initial business combination. Thus any additional purchases of our common stock by our initial stockholders or executive officers would likely allow them to exert addition influence over the approval of our initial business combination.

Extension of time to complete a business combination to up to 30 months

We have a period of 24 months from the date of this prospectus within which to effect our initial business combination. However, unlike other blank check companies, if we have entered into a definitive agreement within such 24-month period, we may, prior to the expiration of the 24-month

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period, call a meeting of our stockholders for the purpose of soliciting their approval to extend the date before which we must complete our business combination by up to an additional 6 months to avoid being required to liquidate. If the extended date is approved by a majority of the outstanding shares of common stock at a duly held stockholders meeting, we would have a total of up to 30 months from the consummation of this offering to complete a business combination. In connection with seeking stockholder approval for the extended period, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Exchange Act.

If a majority of the outstanding shares of common stock at a duly held stockholders meeting vote against the proposed extension, or if holders of 30% or more of the outstanding shares of our common stock both vote against the proposed extension and elect to convert their shares into a pro rata share of the trust account, we will not extend the date before which we must complete our business combination beyond 24 months. In such event, if we cannot complete the initial business combination within such 24 month period, we will be required to liquidate, with the amount remaining in the trust account returned to all public stockholders (including our initial stockholders to the extent they have purchased shares in this offering or the open market). Subject to the foregoing, approval of any extension will require the affirmative vote of the majority of the outstanding shares of common stock cast at the special or annual meeting called for the purpose of approving such extension. In connection with the vote required for any proposed extension, our initial stockholders have agreed to vote all shares of their founders’ common stock in accordance with the vote of the majority of the votes cast by our public stockholders at the special or annual meeting called for such purpose (and therefore they will have no conversion rights with respect to such shares).

If the majority of the outstanding shares of common stock at the special or annual meeting called for the purpose of approving such extension period vote in favor of such extension period and less than 30% of the outstanding shares of common stock are voted against the proposed extension period and elect to convert their shares, we will then have an additional period of up to 6 months in which to complete the initial business combination.

If the proposal for the extension to up to 30 months is approved, we will still be required to seek stockholder approval before effecting our initial business combination, even if the business combination would not ordinarily require stockholder approval under applicable law. We will proceed with a business combination only if (i) the business combination is approved by a majority of votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock and (iii) public stockholders owning no more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, both vote against the business combination and exercise their conversion rights.

If at the end of such 30-month period we have not effected such business combination, our corporate existence will automatically cease without the need for a stockholder vote and we will liquidate and release only to our public stockholders, as part of our plan of distribution, the proceeds of the trust account, including accrued interest, net of income taxes payable on such interest and net of the interest income previously released to us to fund our working capital requirements.

Conversion rights for public stockholders voting to reject our initial business combination or an extension of the time period within which we must complete our initial business combination

Public stockholders who exercise their conversion rights and vote against our initial business combination or an extension of the time period within which we must complete our initial business combination will be entitled to cause us to convert their common stock for a pro rata share of the aggregate amount then in the trust account, before payment of the deferred underwriting discount and including interest earned on their pro rata share of the trust account, net of income taxes payable on

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such interest and net of up to an aggregate of $3.0 million of the interest income, net of taxes, on the trust account balance previously released to us to fund our working capital and general corporate requirements. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is 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, on a cumulative basis, which includes any exercise of conversion rights in connection with either the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination or the stockholder vote required to approve our initial business combination. Shares converted in connection with the vote on an extension of the time period within which we must complete our initial business combination and in connection with the vote on the business combination will be aggregated for purposes of this 10% limit. Such a public stockholder would still be entitled to vote against a proposed business combination or an extension of the time period within which we must complete our initial business combination with respect to all shares owned by him or his affiliates. Public stockholders voting against the business combination or the extension period will only have the right to cause us to convert their shares if our initial business combination or the extension period is approved and, in the case of the initial business combination, consummated. Public stockholders who cause us to convert their common stock for a pro rata share of the trust account will be paid their conversion price as promptly as practicable upon consummation of a business combination or approval of the extension period, as the case may be, and will continue to have the right to exercise any warrants they own.

The actual per-share conversion price in each case will be equal to the aggregate amount then on deposit in the trust account, before payment of the deferred underwriting discount and including accrued interest, net of any amounts previously released to us (calculated as of two business days prior to the consummation of the proposed business combination or approval of the extension period), divided by the number of shares sold in this offering (less, in the case of a conversion in connection with the stockholder vote required to approve our initial business combination, the number of shares of common stock converted in connection with any prior extension of the time period within which we must complete our initial business combination). The initial per-share conversion price would be $9.91 (or approximately $9.88 if the underwriters’ over-allotment option is exercised in full), or $0.09 less than the per-unit offering price of $10.00 (approximately $0.12 less if the underwriters’ over-allotment is exercised in full). Our initial stockholders have agreed to vote their shares of founders’ common stock underlying the founders’ units in the same manner as the majority of the votes cast by our public stockholders at the special or annual meeting called for the purpose of approving our initial business combination or approving an extension of time within which we must complete our initial business combination, and to vote any shares acquired by them in this offering or in the aftermarket in favor of our initial business combination or an extension period, and therefore will have no right to cause us to convert any shares owned by them in connection with our initial business combination.

An eligible public stockholder may request conversion at any time after the mailing to our public stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination or an extension period, but the request will not be granted unless the public stockholder votes against the business combination or the extension period and the business combination or the extension period is approved and, in the case of the initial business combination, consummated. If a public stockholder votes against the business combination or the extension period but fails to properly exercise its conversion rights, such public stockholder will not have its shares of common stock converted to its pro rata share of the trust account. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. If a public stockholder delivers its shares for conversion as described below and subsequently decides prior to the meeting not to elect conversion, it may simply request that the transfer agent return the shares (physically or electronically). The funds to be distributed to stockholders who elect conversion will be distributed as promptly as practicable after the consummation of the business combination or the approval of the extension period. Public stockholders who cause us to convert their stock into their share of the trust account will still have the right to exercise any warrants that they hold. We will not consummate our proposed initial business combination or approve the extended period if public stockholders owning more than 30% (minus

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one share) of the shares sold in this offering, on a cumulative basis, both vote against and exercise their conversion rights. We intend to structure and consummate any potential business combination in a manner such that the holders of an aggregate of 30% (minus one share) of the common stock purchased by the public stockholders in this offering, on a cumulative basis, could cause us to convert their common stock for their pro rata share of the aggregate amount then on deposit in the trust account, and the business combination could still be consummated.

We intend to require public stockholders who wish to exercise conversion rights to tender their share certificates to our transfer agent prior to the special or annual meeting or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. We will notify investors on a current report on Form 8-K and in our proxy statement related to our initial business combination if we impose this requirement. If we elect to require physical delivery of the share certificates, we would expect that stockholders would have to comply with the following steps. If the shares are held in ‘‘street name,’’ stockholders must instruct their account executive at the stockholders’ bank or broker to withdraw the shares from the stockholders’ account and request that a physical certificate be issued in the stockholders’ name. Our transfer agent will be available to assist with this process. No later than the day prior to the stockholder meeting, the written instructions stating that the public stockholder wishes to convert his or her shares into a pro rata share of the trust account and confirming that the public stockholder has held the shares since the record date and, in the case of the initial business combination, will continue to hold them through the closing of our business combination must be presented to our transfer agent. Certificates that have not been tendered in accordance with these procedures by the day prior to the stockholder meeting will not be converted into cash. In the event a public stockholder tenders its shares and decides prior to the stockholder meeting that it does not want to convert its shares, the public stockholder may withdraw the tender up to the date of the applicable meeting. In the event that a public stockholder tenders shares in connection with the vote on the business combination or the extension period and our business combination or the extension period is not approved and, in the case of the initial business combination, consummated, these shares will not be converted into cash and the physical certificate representing these shares will be returned to the stockholder.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $[45] and it would be up to the broker whether or not to pass this cost on to the converting holder. Accordingly, if a stockholder holds only a few shares of common stock, this fee may make seeking conversion less beneficial to such stockholder than selling his shares in the open market depending on the then current trading price of our common stock. The fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights to tender their shares prior to the meeting – the need to deliver shares is a requirement of conversion regardless of the timing of when such delivery must be effectuated. However, if a proposed business combination or an extension period is ultimately rejected and we are unable to complete a business combination within the required time period, such fee would have been incurred unnecessarily.

Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to convert. After the business combination was approved, the company would contact such public stockholder to arrange for him to deliver his certificate to verify ownership. As a result, the public stockholder then had an ‘‘option window’’ after the consummation of the business combination during which it could monitor the price of the stock in the market. If the price rose above the conversion price, he could sell his shares in the open market before actually delivering his shares to the company for cancellation. Thus, the conversion right, to which public stockholders were aware they needed to commit before the stockholder meeting, would become a ‘‘put’’ right surviving past the consummation of the business combination until the converting holder delivered his certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a converting holder’s election to convert is irrevocable once the business combination or the extension period is approved.

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The proxy solicitation materials that we will furnish to public stockholders in connection with the vote for any proposed initial business combination or an extension period will indicate whether we are requiring public stockholders to satisfy such certification and delivery requirements. As discussed above, a public stockholder would have from the time we send out our proxy statement up until the business day immediately preceding the vote on the initial business combination or the extension period to deliver its shares if it wishes to seek to exercise its conversion rights. The delivery process is within the public stockholder’s control and, whether it is a record holder or its shares are held in ‘‘street name,’’ should be able to be accomplished by the public stockholder by contacting the transfer agent or its broker and requesting delivery of its 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 our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many public stockholders may exercise their conversion rights, on a cumulative basis, we may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of public stockholders exercise their conversion rights than we expect. Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having to adjust the ratio of cash to stock used as consideration, or we may need to arrange for third party financing, if available.

The initial per share conversion price is $9.91 per share (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full), without taking into account any interest earned on funds in the trust account. Since this amount is less than the $10.00 per unit price in this offering and 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 stockholders to exercise their conversion rights.

We will not consummate a business combination if holders of more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, exercise their conversion rights. This may have the effect of making it easier for us to have a business combination approved over stockholder dissent than other blank check companies with a business purpose similar to ours.

If a vote on our initial business combination is held and our initial business combination is not approved, we may continue to try to consummate our initial business combination with a different target until 24 months (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) from the date of this prospectus.

Liquidation if no business combination

If we do not consummate our initial business combination within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), our corporate existence will automatically cease except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law, in which case we will as promptly as practicable thereafter adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law. Section 278 provides that our existence will continue for at least three years after its expiration for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against us, and of enabling us gradually to settle and close our business, to dispose of and convey our property, to discharge our liabilities and to distribute to our stockholders any remaining assets, but not for the purpose of continuing the business for which we were organized.

Our existence will continue automatically even beyond the three-year period for the purpose of completing the prosecution or defense of suits begun prior to the expiration of the three-year period,

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until such time as any judgments, orders or decrees resulting from such suits are fully executed. Section 281(b) will require us to pay or make reasonable provision for all then-existing claims and obligations, including all contingent, conditional, or unmatured contractual claims known to us, and to make such provision as will be reasonably likely to be sufficient to provide compensation for any then-pending claims and for claims that have not been made known to us or that have not arisen but that, based on facts known to us at the time, are likely to arise or to become known to us within ten years after the date of dissolution. Payment or reasonable provision for payment of claims will be made in the discretion of the board of directors based on the nature of the claims and other factors deemed relevant by the board of directors. Claims may be satisfied by direct negotiation and payment, purchase of insurance to cover the claims, setting aside money as a reserve for future claims, or otherwise as determined by the board of directors in its discretion. Under Section 281(b), the plan of distribution must provide for all of such claims to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. If there are insufficient assets to provide for all such claims, the plan must provide that such claims and obligations be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of legally available assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. We cannot assure you that those funds will be sufficient to pay or provide for all creditors’ claims. Although we will seek to execute agreements with all vendors and service providers that we engage and target businesses with which we negotiate, in which they will waive any right, title, interest or claim of any kind they may have in or to any assets held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements. We have not engaged any such third parties or asked for or obtained any such waiver agreements at this time. There is no guarantee that, even if such third parties entered into such waiver agreements with us, they would not challenge the enforceability of these waivers and bring claims against the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. A court could also conclude that such agreements are not legally enforceable. As a result, if we liquidate, the per-share distribution from the trust account could be less than $9.91 (or $9.88 if the underwriters’ over-allotment option is exercised in full) due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest, plus any remaining net assets (subject to our obligations under Delaware law to provide for claims of creditors as described below).

Our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of contracted parties, but only if such contracted party does not execute a waiver. As further assurance, the managing members of our sponsor have agreed to take such reasonable actions as may be necessary to enable our sponsor to comply with this obligation to us, including the contribution of additional capital to our sponsor, arranging for financing for our sponsor or a combination of the two. See ‘‘Effecting our Initial Business Combination – General’’ above.

We will promptly notify the account agent to begin liquidating the trust’s assets and anticipate it will take no more than ten business days to effectuate such distribution. The underwriters have agreed to waive their rights to their deferred underwriting discount held in the trust account in the event we do not consummate our initial business combination within the required time period, and in such event such amounts will be included within the funds held in the trust account that will be available for distribution to the public stockholders.

Our initial stockholders have waived their rights to participate in any liquidation distribution with respect to their founders’ common stock underlying their founders’ units. There will be no distribution from the trust account with respect to our warrants, which will expire worthless. We will pay the costs of liquidation from interest income of up to $3.0 million, net of taxes, earned on the trust account balance. If such funds are insufficient, our sponsor has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

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If we are unable to consummate an initial business combination and we have expended all of the net proceeds of this offering and the private placements described herein, other than the proceeds which were deposited in the trust account, we expect that the initial per-share liquidation price (without taking into account any interest earned on the trust account) will be $9.91 (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full), or $0.09 less than the per-unit offering price of $10.00 (approximately $0.12 less if the underwriters’ over-allotment is exercised in full). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, we cannot assure you that the actual per-share liquidation price will not be less than $9.91 (or approximately $9.88 per share if the underwriters’ over-allotment option is exercised in full).

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, we do not intend to comply with those procedures since, as stated above, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) in the event our initial business combination has not been consummated. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, including all contingent, conditional, or unmatured contractual claims known to us, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent ten years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent ten years prior to our distributing the funds in the trust account to our public stockholders. As a result, if we liquidate, the per-share distribution from the trust account could be less than $9.91 (or $9.88 per share if the underwriters’ over-allotment option is exercised in full) due to claims or potential claims of creditors. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for target businesses to acquire, the most likely claims, if any, to arise would be from our vendors and service providers (such as accountants, lawyers, investment bankers, etc.) and potential target businesses and, as discussed above, we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any assets held in the trust account.

Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our corporate existence and our liquidation or if they seek to convert their respective shares into cash upon our initial business combination or an extension of the time period within which we must complete an initial business combination, as described in this prospectus, which the stockholder voted against and duly exercised their conversion rights and which is approved and, in the case of the initial business combination, consummated. In no other circumstances will a public stockholder have any right to or interest of any kind in the trust account.

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Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation, which we intend to adopt prior to the closing of this offering, contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial business combination. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

  upon closing of this offering, $247,750,000, or $284,125,000 if the underwriters’ over-allotment option is exercised in full (including $6.0 million from the sale of the sponsor’s warrants and $10.0 million in deferred underwriting discount or $11.5 million if the underwriters’ over-allotment option is exercised in full) will be placed into the trust account;
  we shall submit any proposed business combination to our stockholders for approval prior to consummating our initial business combination;
  public stockholders who exercise their conversion rights and vote against our initial business combination or our extension period may convert their shares into a pro rata share of the aggregate amount then on deposit in the trust account if the business combination or the extension period is approved and, in the case of the business combination, is also consummated; provided that a public stockholder, together with any affiliate of his or any other person with whom he is 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;
  we will consummate a business combination only if it has a fair market value equal to at least 80% of the amount held in trust (excluding the deferred underwriting discount of $10.0 million or $11.5 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination;
  we may not consummate any business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination;
  prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that vote as a class with the common stock sold in this offering on a business combination or on the extension of the time period within which we must consummate an initial business combination;
  we will consummate our initial business combination only if (i) the business combination is approved by a majority of votes cast by our stockholders at a duly held stockholders meeting, (ii) an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock, and (iii) public stockholders owning no more than 30% (minus one share) of our outstanding shares of common stock sold in this offering, on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an extension of the time period within which we must complete our initial business combination and the stockholder vote required to approve our initial business combination, both vote against the business combination and exercise their conversion rights; and
  if we do not consummate our initial business combination within 24 months from the date of this prospectus (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), our corporate purposes and powers will immediately thereupon be limited to acts and activities related to liquidating and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities.

Our amended and restated certificate of incorporation will require that prior to the consummation of our initial business combination we obtain the consent of the holders of at least 90% of the voting power of our outstanding common stock to amend these provisions, except with respect to the extension to complete our initial business combination, which will require approval of the majority of the outstanding shares of common stock.

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Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419

The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting discount and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.


  Terms of Our Offering Terms Under a Rule 419 Offering
Escrow of offering proceeds $247,750,000, which is composed of the net proceeds of this offering, the $6.0 million proceeds from the sale of the sponsor’s warrants and $10.0 million in deferred underwriting discount (assuming that the underwriters’ over-allotment option is not exercised), will be deposited into a trust account maintained by The Bank of New York, as account agent. Approximately $229,432,500 million of the proceeds of this offering would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds The proceeds placed in trust will be invested only in ‘‘government securities,’’ defined as any Treasury Bill 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 of 1940 that only invest in ‘‘government securities’’ having a maturity of 180 days or less. Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed
funds