S-1MEF

As filed with the Securities and Exchange Commission on June 21, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRIO MERGER CORP.

(Exact name of registrant as specified in its constitutional documents)

Delaware	6770	27-4867100
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

777 Third Avenue, 37th Floor

New York, New York 10017

(212) 319-7676

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

____________________

Eric S. Rosenfeld, Chairman, Chief Executive Officer

Trio Merger Corp.

777 Third Avenue, 37th Floor

New York, New York 10017

(212) 319-7676

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

____________________

Copies to:

  David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800 (212) 818-8881 - Facsimile     Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 150 East 42nd Street New York, New York 10017 (212) 370-1300 (212) 370-7889—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. ý

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. ý 333-172836

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, $.0001 par value, and one Warrant (2)	1,150,000 Units	$10.00	$11,500,000	$1,335.16
Shares of common stock included as part of the Units(2)	1,150,000 Shares	-------	-------	-------(3)
Warrants included as part of the Units(2)	1,150,000 Warrants	-------	-------	-------(3)
Shares of common stock underlying the Warrants included in the Units(4)	1,150,000 Shares	$7.50	$8,625,000	$1,001.36
Units underlying the Representative's Unit Purchase Option (“Representative’s Units”)(4)	100,000 Units	$11.00	$1,100,000	$127.70
Shares of Common Stock included as part of the Representative’s Units(4)	100,000 Shares	-------	-------	-------(3)
Warrants included as part of the Representative’s Units(4)	100,000 Warrants	-------	-------	-------(3)
Shares of Common Stock underlying the Warrants included in the Representative’s Units(4)	100,000 Shares	$7.50	$750,000	$87.08
Total			$21,975,000	$2,551.30

_____________________________

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Includes 150,000 Units and 150,000 shares of Common Stock and 150,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

(3) No fee pursuant to Rule 457(g).

(4) Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Warrants.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Explanatory Note

This Registration Statement on Form S-1 is being filed with respect to the registration of 1,150,000 additional units, consisting of one share of common stock, par value $0.0001 per share, and one warrant and the 1,150,000 shares of common stock and 1,150,000 warrants underlying such units, of Trio Merger Corp., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, including 150,000 units that may be purchased by the underwriters to cover over-allotments, if any. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-172836) (the ‘‘Prior Registration Statement’’), initially filed by the Registrant on March 14, 2011 and declared effective by the Securities and Exchange Commission on June 20, 2011. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1, as amended (File No. 333-172836), including the exhibits thereto, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits and Financial Statement Schedules.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-172836 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

Exhibit No. Description

5.1  Opinion of Graubard Miller.

23 Consent of Marcum & Kliegman LLP.

23.2 Consent of Graubard Miller (included in Exhibit 5.1).

24  Power of Attorney (included on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 21st day of June, 2011.

TRIO MERGER CORP.
By:	/s/ Eric S. Rosenfeld
	Name: Eric S. Rosenfeld
	Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric S. Rosenfeld and David D. Sgro his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Eric S. Rosenfeld	Chairman and Chief Executive Officer	June 21, 2011
Eric S. Rosenfeld	(Principal executive officer)
/s/ David D. Sgro	Chief Financial Officer (Principal financial	June 21, 2011
David D. Sgro	and accounting officer), Secretary and Director
/s/ Barry Erdos	Director	June 21, 2011
Barry Erdos
/s/ David Boris	Director	June 21, 2011
David Boris
/s/ Mark Hauser	Director	June 21, 2011
Mark Hauser

EX-5.1

GRAUBARD MILLER

THE CHRYSLER BUILDING

405 LEXINGTON AVENUE

NEW YORK, NEW YORK 10174

June 21, 2011

Trio Merger Corp.

777 Third Avenue, 37th Floor

New York, New York 10017

Dear Sirs:

Reference is made to the Registration Statement on Form S-1 (“Registration Statement”) filed by Trio Merger Corp. (“Company”), a Delaware corporation, under the Securities Act of 1933, as amended (“Act”), and pursuant to Rule 462(b) under the Act covering (i) 1,000,000 units (“Firm Units”), with each Firm Unit consisting of one share of the Company’s common stock (1,000,000 shares), par value $.0001 per share (the “Common Stock”), and warrants (1,000,000 warrants) (“Warrants”) to purchase one share of the Company’s Common Stock (1,000,000 Shares) to EarlyBirdCapital, Inc. (“Representative”), the representative of the underwriters (the “Underwriters”), (ii) up to 150,000 Firm Units (the “Over-Allotment Units”) representing 150,000 shares of Common Stock and 150,000 Warrants (to purchase 150,000 shares of Common Stock), which the Underwriters will have a right to purchase from the Company to cover over-allotments, if any, (iii) 100,000 units (the “Purchase Option Units”) issuable upon exercise of a purchase option, each unit identical to the Firm Units, representing a total of 100,000 shares of Common Stock and 100,000 Warrants (to purchase 100,000 shares of Common Stock), which the Company will grant to the Representative and its designees, (iv) all shares of Common Stock and all Warrants issued as part of the Firm Units, Over-Allotment Units and Purchase Option Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants included in the Firm Units, Over-Allotment Units and Purchase Option Units.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below.  With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents.  As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

Based upon the foregoing, we are of the opinion that:

1.           The Units, the Over-Allotment Units, the Purchase Option Units, the Warrants and the Common Stock to be sold to the Underwriters, when issued and sold in accordance with and in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and non assessable.

2.           The Warrants constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.           The Purchase Option Units issuable upon exercise of the purchase option, and the shares of Common Stock and Warrants included therein, when issued and delivered against payment therefor in accordance with the purchase option, will be validly issued, fully paid and non assessable.

4.           The Warrants included in the Purchase Option Units, when duly executed and authenticated in accordance with the Warrant Agreement and issued and delivered against payment therefor in accordance with the purchase option, will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and the shares of Common Stock issuable upon exercise of such Warrants, when issued and delivered against payment therefor in accordance with the Warrants and the applicable warrant agreement, will be validly issued, fully paid and non assessable.

We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Delaware Constitution and all applicable judicial and regulatory determinations.  We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Graubard Miller

EX-23

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Trio Merger Corp. (a company in the development stage) (the “Company”) on Form S-1 of our report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, dated March 14, 2011, with respect to our audit of the financial statements of Trio Merger Corp. (a company in the development stage) as of March 2, 2011 and for the period from February 2, 2011 (inception) through March 2, 2011 appearing in Amendment No. 5 to the Form S-1 of Trio Merger Corp. (a company in the development stage).

/s/ Marcum llp

New York, NY

June 21, 2011